Banco Santander Brasil (NYSE: BSBR) boosts Tier II capital with BRL 2.36B issue

Rhea-AI Filing Summary

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.

Insights

Bank capital structure analyst

Santander Brasil boosts Tier II capital with a BRL 2.36B subordinated issue.

Banco Santander (Brasil) issued subordinated financial bills totaling BRL 2,362,800,000.00 that qualify as Tier II capital. Because these are subordinated liabilities, they sit below senior debt in priority and are designed to absorb losses in stress scenarios, helping the bank meet regulatory capital requirements.

The bills have a 10-year maturity with a repurchase option starting in 2030, which gives the bank flexibility to refinance or retire them depending on market and regulatory conditions. The issue is structured under Brazilian Central Bank Resolution No. 122, so it can be fully recognized in the bank’s Tier II Reference Equity and improve its Tier II capitalization ratio.

For investors, this transaction signals an emphasis on maintaining or strengthening regulatory capital quality through eligible instruments rather than common equity. Future periodic reports that detail capital ratios and funding costs will show how this BRL 2.36B Tier II layer fits into the bank’s broader capital and funding profile over time.

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 December, 2025

Commission File Number: 001-34476

BANCO SANTANDER (BRASIL) S.A.

(Exact name of registrant as specified in its charter)

Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil

(Address of principal executive office)

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

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Yes _______ No ___X____

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Yes _______ No ___X____

 Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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____

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

BANCO SANTANDER (BRASIL) S.A.

Publicly-held Company with Authorized Capital

CNPJ nº 90.400.888/0001-42

NIRE 35.300.332.067

NOTICE TO THE MARKET

BANCO SANTANDER (BRASIL) S.A. (“Santander Brasil” or “Company”) hereby informs its shareholders and the market in general that it has carried out the issuance of financial bills with a subordination clause (“Financial Bills”), the proceeds of which will be used to compose the Company’s Tier II Reference Equity (PR), in the total amount of BRL 2,362,800,000.00 (two billion three hundred sixty-two million eight hundred thousand Brazilian reais), in negotiations with private investors. The Financial Bills have a maturity term of 10 (ten) years, with a repurchase option starting in 2030, in accordance with the applicable regulation.

The Financial Bills are authorized to compose the Tier II Capital of the Company’s Reference Equity, with an impact on its Tier II capitalization ratio, pursuant to BCB Resolution No. 122, dated August 2, 2021.

São Paulo, December 04, 2025.

Gustavo Alejo Viviani

Investor Relations Officer

BANCO SANTANDER (BRASIL) S.A.

SIGNATURE

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, thereto duly authorized.

Date: December 4, 2025

Banco Santander (Brasil) S.A.
By:	/S/ Reginaldo Antonio Ribeiro
	Reginaldo Antonio Ribeiro Officer without specific designation

By:	/S/ Gustavo Alejo Viviani
	Gustavo Alejo Viviani Vice - President Executive Officer

FAQ

What did Banco Santander (Brasil) S.A. (BSBR) announce in this Form 6-K?

Banco Santander (Brasil) S.A. announced the issuance of subordinated financial bills, called Financial Bills, in a private transaction with investors. These instruments qualify as Tier II capital and are meant to strengthen the bank’s regulatory capital base.

What is the total amount of Tier II Financial Bills issued by BSBR?

The bank issued Financial Bills in the total amount of BRL 2,362,800,000.00 (two billion three hundred sixty-two million eight hundred thousand Brazilian reais), which will be used to compose its Tier II Reference Equity.

What are the maturity and repurchase terms of the new Santander Brasil Financial Bills?

The Financial Bills have a 10-year maturity, with a repurchase option starting in 2030, allowing Banco Santander (Brasil) to potentially redeem the instruments before final maturity in line with regulatory rules.

How will this BRL 2.36 billion issuance affect BSBR’s capital ratios?

The Financial Bills are authorized to compose the bank’s Tier II Capital within its Reference Equity, which has an impact on its Tier II capitalization ratio under Brazilian Central Bank Resolution No. 122.

Who purchased the new Tier II Financial Bills issued by Banco Santander (Brasil)?

The issuance was carried out in negotiations with private investors, meaning the instruments were placed privately rather than through a public offering.

Under which regulation are Santander Brasil’s new Financial Bills classified as Tier II capital?

The Financial Bills are recognized as Tier II capital pursuant to BCB Resolution No. 122, dated August 2, 2021, which governs how such instruments compose a bank’s Reference Equity in Brazil.