Santander Brasil (NYSE: BSBR) reveals remote votes on Esfera merger and PwC appraisal

Rhea-AI Filing Summary

Banco Santander (Brasil) S.A. released the consolidated remote voting map for its Extraordinary General Meeting scheduled for June 30, 2026. The meeting will decide on the merger of Esfera Fidelidade S.A. into the bank and related corporate steps.

Pre‑meeting voting instructions strongly support hiring PricewaterhouseCoopers Auditores Independentes Ltda. to prepare Esfera’s appraisal report, approving that report, approving the merger protocol signed on May 28, 2026, and approving the merger itself. Shareholders also largely back authorizing management to take all necessary actions to implement the resolutions.

The remote voting map separates common and preferred shares and shows, for each agenda item, how many votes were cast in favor, against, or as abstentions. The agenda also asks shareholders whether they wish to request the establishment of a fiscal council under Brazilian corporate law.

Insights

Latin American bank governance analyst

Pre‑meeting votes show strong support for Esfera’s merger and related approvals.

The disclosure summarizes remote voting instructions for an Extraordinary General Meeting on merging Esfera Fidelidade S.A. into Banco Santander (Brasil). Items cover appointment of PricewaterhouseCoopers as appraiser, approval of the appraisal report, the merger protocol, the merger itself, and implementation powers.

Across common and preferred shares, the pre‑received votes are overwhelmingly in favor of all key items, with relatively few votes against. This suggests that, based on remote instructions, formal approval at the meeting is likely, though only the meeting’s final tally is binding.

The merger concerns an existing loyalty business rather than a third‑party acquisition, so it appears as an internal corporate reorganization. Investor impact will depend on future disclosures about Esfera’s financial contribution and any integration or restructuring effects described in subsequent company communications or reports.

Key Figures

Votes for PwC appraisal hire (common): 59,152,429 votes Votes for PwC appraisal hire (preferred): 59,008,993 votes Votes for Appraisal Report approval (common): 59,128,018 votes +5 more

8 metrics

Votes for PwC appraisal hire (common) 59,152,429 votes Item 1, common shares ‘For’

Votes for PwC appraisal hire (preferred) 59,008,993 votes Item 1, preferred shares ‘For’

Votes for Appraisal Report approval (common) 59,128,018 votes Item 2, common shares ‘For’

Votes for Appraisal Report approval (preferred) 58,986,209 votes Item 2, preferred shares ‘For’

Votes for Esfera merger approval (common) 59,132,299 votes Item 4, common shares ‘For’

Votes for Esfera merger approval (preferred) 58,998,030 votes Item 4, preferred shares ‘For’

EGM date and time June 30, 2026, 3:00 p.m. Scheduled Extraordinary General Meeting

Merger protocol date May 28, 2026 Protocol and Justification of the Merger of Esfera

Key Terms

CVM Resolution No. 81/22, synthetic voting map, Appraisal Report, Protocol and Justification of the Merger of Esfera, +2 more

6 terms

CVM Resolution No. 81/22 regulatory

"In compliance with CVM Resolution No. 81/22, we present the synthetic voting map"

synthetic voting map financial

"we present the synthetic voting map consolidating the voting instructions received"

Appraisal Report financial

"as a specialized company responsible for preparing the appraisal report for of Esfera Fidelidade S.A."

Protocol and Justification of the Merger of Esfera financial

"To approve the Private Instrument of Protocol and Justification of the Merger of Esfera"

Extraordinary General Meeting financial

"referring to the matters to be submitted to the approval of the Extraordinary General Meeting"

fiscal council financial

"Do you wish to request the establishment of a fiscal council, under the terms of article 161"

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FAQ

What is Banco Santander (Brasil) S.A. (BSBR) asking shareholders to approve regarding Esfera Fidelidade S.A.?

Shareholders are asked to approve Esfera Fidelidade S.A.’s appraisal report, the protocol and justification for Esfera’s merger, and the merger of Esfera into Banco Santander (Brasil). These items formalize integrating the loyalty company into the bank’s structure under Brazilian corporate law.

How did BSBR shareholders vote remotely on hiring PricewaterhouseCoopers for the Esfera appraisal?

Remote voting instructions show strong support for hiring PricewaterhouseCoopers Auditores Independentes Ltda. to prepare Esfera’s appraisal report. Both common and preferred shareholders cast the vast majority of their instructed votes “For,” with only small numbers “Against” or “Abstain” on this item.

What does the remote voting map for BSBR’s June 30, 2026 Extraordinary General Meeting show?

The map consolidates remote voting instructions from depositary, bookkeeper, and directly received forms. It details, for each resolution, how many common and preferred share votes are “For,” “Against,” or “Abstain,” providing a snapshot of indicated support before the Extraordinary General Meeting occurs.

What is the Protocol and Justification of the Merger of Esfera mentioned by BSBR?

The Protocol and Justification of the Merger of Esfera is a private instrument signed on May 28, 2026. It sets out the legal and economic terms for merging Esfera Fidelidade S.A. into Banco Santander (Brasil), which shareholders are asked to approve as a separate agenda item.

What role does the fiscal council question play in BSBR’s Extraordinary General Meeting?

One agenda item asks if shareholders wish to request establishing a fiscal council under article 161 of Brazilian Law 6,404/76. Only shares voting “yes” are counted for this request; “no” and “abstain” responses are not counted toward forming the fiscal council body.

How are common and preferred shares treated in BSBR’s remote voting map for the Esfera merger?

The remote voting map reports votes separately for common (ON) and preferred (PN) shares. For each resolution, it lists the total number of votes in each class that are in favor, against, or abstaining, clarifying participation and indicated support across both share classes.

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 June, 2026

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

[Free English Translation]

BANCO SANTANDER (BRASIL) S.A.

Public-held Company with Authorized Capital

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

Company Registry No. 35.300.332.067

EXTRAORDINARY GENERAL MEETING

Consolidated Synthetic remote voting map

In compliance with CVM Resolution No. 81/22, we present the synthetic voting map consolidating the voting instructions received from the Central Depositary, the Bookkeeper and the voting instructions directly received by the Company, with the identification of the approvals, rejections or abstentions received by each item of the remote voting form, referring to the matters to be submitted to the approval of the Extraordinary General Meeting to be held on June 30, 2026, at 3:00 p.m.

Item	Resolution	Voting	Class of Shares and total number of Votes for each Resolution
			Common (ON)	Preferred (PN)
1	To ratify the hiring of PricewaterhouseCoopers Auditores Independentes Ltda., as a specialized company responsible for preparing the appraisal report for of Esfera Fidelidade S.A. (“Appraisal Report” and “Esfera” respectively).	For	59,152,429	59,008,993
		Against	6,144	6,642
		Abstain	79,694	56,429
2	To approve the Appraisal Report.	For	59,128,018	58,986,209
		Against	6,566	4,323
		Abstain	103,683	81,532
3	To approve the Private Instrument of Protocol and Justification of the Merger of Esfera, entered into on May 28, 2026 (“Protocol and Justification of the Merger of Esfera”).	For	59,126,594	58,952,825
		Against	17,340	5,012
		Abstain	94,333	114,227
4	To approve the merger of Esfera into the Company, under the terms of the Protocol and Justification of the Merger of Esfera, pursuant to the article 227 of the Brazilian Law nº 6.404/76, as amended, (“Merger”).	For	59,132,299	58,998,030
		Against	17,870	5,522
		Abstain	88,098	68,512
5	If the previous matters are approved, authorize and ratify all the acts of the Company’s management necessary for the effectiveness of the resolutions proposed and approved by the Company’s shareholders.	For	59,141,625	58,967,234
		Against	6,285	5,836
		Abstain	90,357	98,994
6	Do you wish to request the establishment of a fiscal council, under the terms of article 161 of Law 6,404, of 1976? (If the shareholder chooses "no" or "abstain", his/her shares will not be computed for the request of the establishment of the fiscal council), Note: this resolution is not part of the EGM agenda and has been included in compliance with Article 36, sole paragraph, of CVM Resolution 81/22,	For	19,080,591	19,066,676
		Against	2,225,416	2,218,268
		Abstain	37,932,260	37,787,120

Carlos Ignacio Muñiz Gonzalez Blanch

Investors 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: June 29, 2026

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

By:	/S/ Carlos Ignacio Muñiz Gonzalez Blanch
	Carlos Ignacio Muñiz Gonzalez Blanch Vice - President Executive Officer