Santander Brasil (NYSE: BSBR) seeks bylaw updates and larger board

Rhea-AI Filing Summary

Banco Santander (Brasil) S.A. reported that its Board of Directors met by videoconference on September 15, 2025 and unanimously approved a management proposal to call an Extraordinary General Meeting for October 16, 2025 at 3 p.m.

The planned meeting will ask shareholders to amend the bylaws to align the Audit Committee term with CMN Resolution No. 4,910/21, increase the maximum number of Board members from 12 to 15, and update the name of the securities market management entity. Shareholders will also be asked to consolidate the bylaws, set the actual number of Board members, elect one new director, and confirm the overall Board composition.

Form 6-K: How Foreign Companies Report to the SEC →

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, 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.

Public Company with Authorized Capital

Corporate Taxpayer´s Registry No. 90.400.888/0001-42

Company Registry No. 35.300.332.067

Minutes of the Board of Director’s Meeting

held on September 15, 2025

DATE, TIME AND PLACE: On September 15, 2025, at 5 p.m., by videoconference, the Board of Directors of Banco Santander (Brasil) S.A. (“Company” or “Santander”) have met, with the attendance of all of its members.

CALL NOTICE AND NOTICE: The call notice was dismissed due to the attendance of the Directors fully representing the Company’s Board of Directors.

MEETING BOARD: Deborah Stern Vieitas, Chairwoman. Bruno Garcia Rosa Carneiro, Secretary.

AGENDA: To resolve on the approval of the Management Proposal to call the Company's Extraordinary General Meeting to be held on October 16, 2025, at 3 p.m. ("Management Proposal").

RESOLUTIONS: Made the necessary clarifications, the members of the Board of Directors, unanimously, APPROVED the Management's Proposal to call the Company's Extraordinary General Meeting to be held on October 16, 2025, at 3 p.m., for the purpose of resolving on the following matters: (a) AMEND the Company's Bylaws in order to: (i) adapt Article 30 to the provisions of CMN Resolution No. 4,910/21, regarding the term of officer of the Audit Committee; (ii) amend Article 14 to increase the maximum number of members of the Board of Directors from twelve (12) to fifteen (15); and (iii) update the name of the securities market management entity; (b) CONSOLIDATE the Company's Bylaws; (c) TO FIX the number of members that will compose the Board of Directors of the Company; (d) ELECT one (1) new member to compose the Company's Board of Directors; and (e) As a result of the resolution in the previous item, CONFIRM the composition of the Company's Board of Directors.

ADJOURNMENT: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared and send to be electronically signed by the attendees. Board: Deborah Stern Vieitas, Chairwoman. Bruno Garcia Rosa Carneiro, Secretary. Signatures: Mrs. Deborah Stern Vieitas – Chairwoman; Mr. Javier Maldonado Trinchant – Vice Chairman; and Messrs. Cristiana Almeida Pipponzi, Cristina San Jose Brosa, Deborah Patricia Wright, Ede Ilson Viani, José de Paiva Ferreira, Nitin Prabhu, Mario Roberto Opice Leão, Pedro Augusto de Melo and Vanessa de Souza Lobato Barbosa – Directors. São Paulo, September 15, 2025.

I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.

Bruno Garcia Rosa Carneiro

Secretary

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: September 15, 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) disclose in this Form 6-K?

The company disclosed that its Board of Directors approved a management proposal to call an Extraordinary General Meeting on October 16, 2025 to vote on several bylaw and Board composition changes.

When will Banco Santander (Brasil) S.A. hold the Extraordinary General Meeting mentioned in the 6-K?

The Extraordinary General Meeting is scheduled for October 16, 2025 at 3 p.m., as approved by the Board of Directors.

What bylaw changes is Banco Santander (Brasil) S.A. proposing to shareholders?

The proposals include adapting Article 30 to CMN Resolution No. 4,910/21 regarding the Audit Committee term, increasing the maximum number of Board members in Article 14 from 12 to 15, and updating the name of the securities market management entity.

How will the Board of Directors of Banco Santander (Brasil) S.A. be affected by the proposed changes?

Shareholders will be asked to increase the maximum number of Board members from 12 to 15, fix the number of members who will compose the Board, elect one new director, and confirm the resulting Board composition.

Who attended the Banco Santander (Brasil) S.A. Board meeting that approved the EGM call?

All Board members attended the September 15, 2025 meeting, which was chaired by Deborah Stern Vieitas with Bruno Garcia Rosa Carneiro serving as secretary, and the minutes list the chairwoman, vice chairman, and directors by name.

Where and how did the Banco Santander (Brasil) S.A. Board meet to approve the EGM proposal?

The Board of Directors met by videoconference on September 15, 2025 at 5 p.m. to approve the management proposal to call the Extraordinary General Meeting.