Santander Brasil (NYSE: BSBR) sets vote on Esfera Fidelidade merger
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.
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Insights
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
Key Terms
Extraordinary General Meeting financial
Appraisal Report financial
Protocol and Justification of the Merger of Esfera financial
Brazilian Law nº 6.404/76 regulatory
Audit Committee financial
SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Reginaldo Antonio Ribeiro
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Reginaldo Antonio Ribeiro Officer without specific designation |
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By: |
/S/ Carlos Ignacio Muñiz Gonzalez Blanch
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Carlos Ignacio Muñiz Gonzalez Blanch Vice - President Executive Officer |
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