Santander Brasil board backs Esfera merger plan

Banco Santander (Brasil) S.A. reports that its Board of Directors has unanimously approved a management proposal to merge its subsidiary Esfera Fidelidade S.A. into the bank, following a protocol and justification signed on May 28, 2026.

Rhea-AI Filing Summary

Banco Santander (Brasil) S.A. reports that its Board of Directors has unanimously approved a management proposal to merge its subsidiary Esfera Fidelidade S.A. into the bank, following a protocol and justification signed on May 28, 2026.

The Board also agreed to call an Extraordinary General Meeting for June 30, 2026, at 3:00 p.m. Shareholders will be asked to ratify the hiring of PricewaterhouseCoopers to prepare Esfera’s appraisal report, approve that report, approve the merger protocol, and formally approve the merger under article 227 of Brazilian corporate law. If these items are approved, management is authorized to take all steps needed to implement the merger.

Insights

Latin America banking analyst

Santander Brasil advances internal merger of Esfera, pending shareholder approval.

Banco Santander (Brasil) has board-level approval to merge its subsidiary Esfera Fidelidade S.A. into the bank, under a formal protocol and justification and with support from the Audit Committee. This appears as a corporate reorganization rather than an external acquisition.

The planned merger is subject to an Extraordinary General Meeting on June 30, 2026. Shareholders are expected to vote on ratifying PwC as appraiser, approving the appraisal report, and confirming the merger under Brazilian Law nº 6.404/76, article 227. The filing does not quantify financial impacts.

If shareholders approve all items, the Board has pre-authorized management to execute the necessary implementation steps. Future company communications and financial statements after the merger date may clarify how Esfera’s operations and assets are integrated at the consolidated level.

Key Figures

Board meeting date: May 28, 2026 EGM date and time: June 30, 2026, 3:00 p.m. Brazilian corporate law reference: Article 227, Law nº 6.404/76

3 metrics

Board meeting date May 28, 2026 Date of Board of Directors meeting approving Esfera merger proposal

EGM date and time June 30, 2026, 3:00 p.m. Scheduled Extraordinary General Meeting to vote on Esfera merger

Brazilian corporate law reference Article 227, Law nº 6.404/76 Legal basis cited for the merger of Esfera into the company

Key Terms

Extraordinary General Meeting, Appraisal Report, Protocol and Justification of the Merger of Esfera, Brazilian Law nº 6.404/76, +1 more

5 terms

Extraordinary General Meeting financial

"the call for an Extraordinary General Meeting of the Company for June 30, 2026"

Appraisal Report financial

"To approve the Appraisal Report; (c) To approve the Protocol"

Protocol and Justification of the Merger of Esfera financial

"under the terms of the Protocol and Justification of the Merger of Esfera"

Brazilian Law nº 6.404/76 regulatory

"pursuant to the article 227 of the Brazilian Law nº 6.404/76"

Audit Committee financial

"with the favorable recommendation of the Company's Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate action did Banco Santander (Brasil) BSBR approve regarding Esfera Fidelidade S.A.?

Banco Santander (Brasil) approved a management proposal to merge Esfera Fidelidade S.A. into the bank. The Board unanimously backed a protocol and justification for the merger, treating it as a corporate reorganization subject to shareholder approval at an Extraordinary General Meeting.

When will Banco Santander (Brasil) BSBR hold the Extraordinary General Meeting on the Esfera merger?

The Extraordinary General Meeting is scheduled for June 30, 2026, at 3:00 p.m. At this meeting, shareholders will vote on the Esfera appraisal report, the merger protocol, and the formal approval of Esfera’s merger into Banco Santander (Brasil) S.A.

What roles will PwC and the appraisal report play in the Banco Santander (Brasil) BSBR Esfera merger?

PricewaterhouseCoopers Auditores Independentes Ltda. was hired to prepare Esfera’s appraisal report. Shareholders will be asked to ratify this hiring and approve the appraisal report, which forms a key technical basis for evaluating and confirming the proposed merger terms.

Under which Brazilian law is the Esfera merger into Banco Santander (Brasil) BSBR being carried out?

The Esfera merger is structured under article 227 of Brazilian Law nº 6.404/76, which governs corporate reorganizations. The Board approved proceeding pursuant to this article, and shareholder approval will confirm the merger following the established legal framework.

What authority will Banco Santander (Brasil) BSBR management have if shareholders approve the Esfera merger?

If shareholders approve all merger-related items, management will be authorized and have its actions ratified for all steps needed to implement the resolutions. This includes executing documents and operational measures required to make the Esfera merger effective.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 06:57 PM EDT Learn about SEC filing dates

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 May, 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

 

BANCO SANTANDER (BRASIL) S.A.

Publicly-Held 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 Directors Meeting

held on May 28, 2026

DATE, TIME AND PLACE: On May 28, 2026, at 6 p.m., by conference call, 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 ATTENDANCE: The call was waived in view of the attendance of all members of the Board of Directors.

MEETING BOARD: Deborah Stern Vieitas, Chairman. Bruno Carneiro, Secretary.

AGENDA: To resolve on: (i) the Management Proposal for the merger of Esfera Fidelidade S.A. (“Esfera”) into the Company (“Management Proposal for Merger of Esfera”), prepared under the terms of 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”); and (ii) the call for an Extraordinary General Meeting of the Company for June 30, 2026, at 3:00 p.m., to resolve on the following matters: (a) To ratify the hiring of PricewaterhouseCoopers Auditores Independentes Ltda., as a specialized company responsible for preparing the appraisal report of Esfera; (b) To approve the Appraisal Report; (c) To approve the Protocol and Justification of the Merger of Esfera; (d) 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 of Esfera”); and (e) 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.

RESOLUTIONS: Having made the necessary clarifications and discussed the issues regarding the convenience and motivation for the proposed Merger of Esfera, and having satisfied all the questions raised by the Directors in their regular duty of diligence regarding the matter, the present members of the Board of Directors, with the favorable recommendation of the Company's Audit Committee at a meeting held on May 28, 2026, unanimously APPROVED:

(i) the Management Proposal for Merger of Esfera, pursuant to the Protocol and Justification of the Merger of Esfera, subject to approval by the Company's Extraordinary General Meeting to be held; and

(ii) the call for an Extraordinary General Meeting of the Company for June 30, 2026, at 3:00 p.m., to resolve on the following matters: (a) To ratify the hiring of PricewaterhouseCoopers Auditores Independentes Ltda., as a specialized company responsible for preparing the appraisal report of Esfera; (b) To approve the Appraisal Report; (c) To approve the Protocol and Justification of the Merger of Esfera; (d) 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; and (e) 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.

 

ADJOURNMENT: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared and sent to be electronically signed by the attendees. Board: Deborah Stern Vieitas, President. Bruno Carneiro, Secretary. Signatures: Mrs. Deborah Stern Vieitas – President; Mr. Javier Maldonado Trinchant – Vice President; and Messrs. Antonio Carlos Quintella; Cristiana Almeida Pipponzi, Cristina San Jose Brosa, Deborah Patricia Wright, Ede Ilson Viani, Mario Roberto Opice Leão, Nitin Prabhu, Pedro Augusto de Melo and Vanessa de Souza Lobato Barbosa – Directors. São Paulo, May 28, 2026.

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 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: May 28, 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