[6-K] Banco Santander (Brasil) S.A. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Banco Santander (Brasil) S.A. (BSBR) called an Extraordinary General Meeting for November 28, 2025 at 3:00 p.m. in São Paulo to vote on a corporate reorganization involving Return Capital Gestão de Ativos e Participações S.A. The agenda includes ratifying the hiring of PricewaterhouseCoopers to prepare an appraisal report, approving that appraisal, approving the Protocol and Justification of the partial spin‑off of Return signed on October 29, 2025, and approving the incorporation of the spun‑off portion into Santander Brasil, with subsequent authorization of management actions.

Shareholders may participate in person with proper identification or via remote voting ballot pursuant to CVM Resolution 81/22. Documents are available at the company’s headquarters and on the investor relations, CVM, and B3 websites. The minimum stake for cumulative voting is 5%. A Fiscal Council may be installed at the request of holders of at least 2% of common shares or 1% of preferred shares.

Insights

Corporate actions analyst

EGM seeks approval to absorb a spun-off asset from Return.

Santander Brasil plans to incorporate a spun‑off portion of Return Capital via a partial spin‑off and merger into the bank. The process requires shareholder approvals: ratifying PwC as appraiser, approving the appraisal report, and endorsing the Protocol and Justification executed on October 29, 2025.

The transaction mechanics follow Brazilian corporate law (art. 227 of Law 6,404/76). Execution depends on shareholder votes at the November 28, 2025 EGM and subsequent management actions authorized by shareholders. Cash‑flow treatment and valuation figures are not included in the excerpt.

Participation paths include in‑person attendance and remote ballots under CVM 81/22. Governance thresholds noted: cumulative voting requires 5% participation; a Fiscal Council may be installed upon requests from holders of 2% of common or 1% of preferred shares.

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 October, 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/MF 90.400.888/0001-42 - NIRE 35.300.332.067

CALL NOTICE - EXTRAORDINARY GENERAL MEETING - Shareholders are hereby invited to attend the Extraordinary General Meeting ("EGM") to be held on November 28, 2025, at 3:00 p.m., at Banco Santander (Brasil) S.A. (“Santander Brasil” or “Company”)headquarters, located at Avenida Presidente Juscelino Kubitschek nº 2041 – mezzanine, Vila Nova Conceição, São Paulo/SP, to resolve on the following Agenda

(a) To ratify the hiring of PricewaterhouseCoopers Auditores Independentes Ltda., as a specialized company responsible for preparing the appraisal report on the portion of the net equity of Return Capital Gestão de Ativos e Participações S.A. to be transferred to the Company (“Appraisal Report” and “Return” respectively);

(b) To approve the Appraisal Report;

(c) To approve the Private Instrument of Protocol and Justification of the Partial Spin-Off of Return with the transfer of the Spun-Off Portion to the Company, entered into on October 29, 2025 (“Protocol and Justification of the Partial Spin-off of Return”);

(d) To Approve the incorporation of the spun-off portion of Return by the Company, pursuant to the Protocol and Justification of the Partial Spin-off of Return (“Merger”), in accordance with art. 227 of Law No. 6,404/76, as amended; and

(e) If the previous matters are approved, authorize and ratify all the acts of the Company's managers necessary for the effectiveness of the resolutions proposed and approved by the Company's shareholders.

Observations for participation and Voting during the Meeting

Participation in the Meeting: Shareholders, their legal representatives or attorneys-in-fact may participate in the Meeting in any of the following ways:

In person - The shareholders or their legal representatives shall present themselves for the EGM with the appropriate identity documents. In the event of representation of a shareholder by an attorney-in-fact, shareholders shall provide the Company with a power of attorney granted according to the applicable law, to be delivered at the Company's Headquarters, at least seventy-two (72) hours before the EGM is held;

Remote Voting Ballot: the Company implemented the remote voting system pursuant to CVM Resolution 81/22, as amended, enabling our Shareholders to send remote voting ballots directly to the Company, to the bookkeeper or through their respective custodian agents, in accordance with the procedures described in the General Meeting Participation Manual.

As provided for in Article 5, § 4, of CVM Resolution No. 81/22, with the amendments introduced by CVM Resolutions No. 59/21 and 204/24, the Company understands that holding the EGM in person allows for a closer environment between shareholders and the attending Company's management, facilitating the clarification of doubts and the discussion of relevant matters, enabling a closer environment to deliberations and decision-making. In addition, it ensures greater security in the transmission of information, avoiding risks associated with technical or cyber failures.

In this sense, the Company recommends and encourages the participation of its shareholders in its Meetings, using the various participation channels made available, whether through the use of remote voting instruments, through the available electronic means or even by sending written votes to the Company or granting standardized proxies with voting instructions, in accordance with the instructions made available in the Management Proposal for the Extraordinary General Meeting of November 28, 2025.

General Instructions

1. As provided in CVM Resolution No. 70/22, the minimum percentage of participation in the voting capital required for the application of the cumulative voting process (processo de voto múltiplo) for the election of the members of the Board of Directors is of 5%;

2. As provided in § 2 of article 161 of Law No. 6,404/76 and art. 4 of CVM Resolution No. 70/22, the installation of a Fiscal Council by the General Meeting shall occur at the request of shareholders representing at least 2% (two percent) of the common shares, or 1% (one per cent) of preferred shares; and

3. The documents related to the matters to be examined and resolved at the EGM are available to shareholders (i) at the Company's headquarters, at Avenida Presidente Juscelino Kubitschek, nº 2041, Wtorre JK, 9th floor - Corporate Legal Department, where they can be consulted on business days, from 10:00 a.m. until 4:00 p.m., and on its investor relations website (www.ri.santander.com.br – at Corporate Governance >> Minutes of the Meeting); (ii) on the website of the CMV – Comissão de Valores Mobiliários (www.cvm.gov.br) and (iii) on the website of the stock exchange B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br).

São Paulo, October 29, 2025

Deborah Stern Vieitas

Chairman of the Board of Directors

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: October 29, 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