Santander Brasil (NYSE: BSBR) enters €44M 2026 intercompany services agreement
Rhea-AI Filing Summary
Banco Santander (Brasil) S.A. reports a related-party transaction with its indirect controlling shareholder, Banco Santander S.A. in Spain. On March 10, 2026, they entered into an intercompany advance payment agreement linked to a 2023 master services contract.
Under this agreement, Santander Spain will provide strategic, technical, and operational intra-group services during the 2026 fiscal year, covering areas such as risk management, regulatory support, technology, data, AI, operations, products, people management, and capital management.
The negotiated amount for these services is EUR 44,020,145.00, equivalent to BRL 264,613,895.62 based on the March 10, 2026 exchange rate. Management states the deal follows the related-party policy, was approved through group committees, and was negotiated on an arm’s length, market-based basis.
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SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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BANCO SANTANDER (BRASIL) S.A.
Publicly-held Company with Authorized Capital
CNPJ/MF No. 90.400.888/0001-42
NIRE 35.300.332.067
NOTICE TO THE MARKET ON RELATED PARTY TRANSACTION
Banco Santander (Brasil) S.A., hereby informs the market, in compliance with Annex F of CVM Resolution No. 80, of March 29, 2022, as amended, the following about related-party transactions:
| Name of the Parties |
· Banco Santander (Brasil) S.A. (“Company”) · Banco Santander, S.A. (“Santander Espanha”) |
| Description of the Transaction |
On January 1, 2023, the Parties entered into a Master Services Agreement, pursuant to which Santander Spain provides certain services to the Company.
On March 10, 2026, the Parties entered into the “Intercompany Advance Payment Agreement Linked to the Master Services Lease Agreement executed between Banco Santander S.A. and Banco Santander (Brasil) S.A. on January 1, 2023” (“Agreement”), for the purpose of enabling the advance payment of amounts related to services already contracted and/or to be contracted, to be performed in the 2026 fiscal year, under the Agreement.
Under the terms of the Agreement, the transaction consists of the provision, by Santander Spain, of intra-group services of a strategic, technical, and operational nature, with the objective of enabling the alignment of strategic decisions, the coordination of operations, and the standardization of governance processes and practices within the Santander Group.
The services encompass, in an integrated manner:
(i) the development, implementation, and updating of global methodologies, frameworks, and processes, including those related to risk management, strategic planning, and resource allocation, in accordance with international norms and standards; (ii) the monitoring, control, and review of the quality of processes executed by the Company, including activities aimed at maintaining external certifications and adherence to global standards; (iii) support for risk management, internal controls, compliance, and cybersecurity, including policy definition, testing, training, awareness campaigns, and implementation of governance and information security structures; (iv) support for relations with regulators and supervisors, including analysis of regulatory requirements, definition of action plans, and coordination of local implementation; (v) the development, implementation, and evolution of tools, technological solutions, and initiatives related to data management, analytics, artificial intelligence, and digital transformation; (vi) support for the definition and execution of the operations strategy, including efficiency initiatives, process standardization, supplier management, global negotiation, and sharing of best practices among the Group's units; (vii) the development of initiatives related to products and businesses, including cards, payment methods, marketing, and digital solutions, leveraging global platforms and synergies; (viii) support for people management, including initiatives for attracting, developing, and retaining talent, as well as defining compensation and incentive policies; (ix) support for capital management, including regulatory analysis, resource optimization, and sharing of best practices among the units; and (x) the sharing of assets, solutions, licenses, and services contracted globally, including the cost allocation and recharge of related costs.
The contracting of these services aims to ensure consistency of practices and standards among the Group's units, mitigate operational and regulatory risks, capture synergies and economies of scale, as well as increase operational efficiency and the quality of services provided by the Company. |
| Relationship with the issuer | The Company is indirectly controlled by Santander Spain. |
| Purpose of the transaction | The purpose of the transaction is the provision of certain services and the development of projects in alignment with the global strategy of the Santander Group. |
| Description of the negotiation process informing (i) who was responsible for deciding on the contract, (ii) whether the decision was taken by the competent administration body; and (iii) the administrators who participated in the decision |
Service contracting is determined by global and local committees within the Santander Group, managed by executives who participate in technical decision-making and cost approval. The contracting process between related parties took into account the criticality and relevance of the scope involved, the magnitude of the transaction, and the need to ensure the security of financial information, minimize operational impact, and ensure business continuity.
The transaction was conducted in compliance with the terms and conditions of the Company’s Related Party Transactions Policy, particularly item 5.1.. |
| Main Terms and Conditions | The negotiated amount for the listed services is EUR 44,020,145.00 (forty-four million, twenty thousand, one hundred and forty-five euros), equivalent to BRL 264,613,895.62 (two hundred and sixty-four million, six hundred and thirteen thousand, eight hundred and ninety-five reais and sixty-two centavos), based on the EUR/BRL exchange rate as of March 10, 2026. |
| Absence of withdrawal rights | Not applicable. |
| Participation of the related party, its partners or administrators in the decision-making process and negotiation of the transaction |
Although officers of Santander Group entities participated in the internal evaluation and approval processes of the transaction, the negotiation and execution of the contractual instruments were conducted independently and based on objective arm’s length criteria.
No shareholder or director of the related party interfered in a manner that could compromise the impartiality of the negotiation, and the final decisions regarding the engagement were made based on economic criteria, operational efficiency factors, and applicable regulatory compliance requirements. . |
| Reasons why the issuer´s management considers that the transaction was carried out on an arm’s length basis or sets forth adequate compensation | The transaction observed arm’s length conditions, on a strictly commercial basis, duly validated according to parameters and methodologies practiced by the market and parameterized in previous transactions of the same nature. |
São Paulo, March 19, 2026.
Gustavo Alejo Viviani
Investor Relations Officer
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Reginaldo Antonio Ribeiro
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Reginaldo Antonio Ribeiro Officer without specific designation |
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By: |
/S/ Gustavo Alejo Viviani
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Gustavo Alejo Viviani Vice - President Executive Officer |
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FAQ
What related-party transaction did Banco Santander (Brasil) S.A. (BSBR) disclose?
What is the value of Banco Santander (Brasil) S.A. (BSBR)’s new intercompany services agreement?
What services will Santander Spain provide to Banco Santander (Brasil) S.A. (BSBR) under the 2026 agreement?
How was the Banco Santander (Brasil) S.A. (BSBR) related-party transaction approved?
Why does Banco Santander (Brasil) S.A. (BSBR) consider the transaction with Santander Spain to be at arm’s length?
What is the strategic purpose of the Banco Santander (Brasil) S.A. (BSBR) intercompany services agreement?
