Banco Santander (Brasil) S.A. SEC Filings

Banco Santander (Brasil) S.A. reported board decisions from a January 2, 2026 meeting held by videoconference. The Board of Directors elected new officers without specific designation for a complementary term that runs until the investiture of the board of officers to be chosen at the first board meeting after the 2027 ordinary general meeting. The board also promoted Mr. Cezar Augusto Janikian, previously an officer without specific designation, to the role of Vice-President Executive Officer.

The nominations were recommended by the company’s Nomination and Governance Committee. The newly elected officers declared that they meet legal requirements and the conditions set by Resolution CMN 4.970/2021 and will only assume their positions after the Central Bank of Brazil authorizes their elections. The minutes were approved and signed electronically by the chairwoman, vice chairman, and other directors.

Banco Santander (Brasil) S.A. submitted a report describing a Board of Directors meeting held on January 2, 2026. In this meeting, with all directors present, the board resolved to approve the exoneration of two officers without specific designation, Sandro Kohler Marcondes and Marilize Ferrazza. The minutes record the formal decision, the identification details of the departing officers, and the participation of the chairwoman, vice chairman, and other directors. The document is signed on behalf of the company by an officer without specific designation and the Vice-President Executive Officer, confirming this management change.

Banco Santander (Brasil) S.A. approved the declaration and payment of Interest on Equity, a form of shareholder distribution under Brazilian law. The board authorized a gross amount of R$ 620,000,000.00, equal to R$ 0.07910367789 per common share, R$ 0.08701404568 per preferred share and R$ 0.16611772357 per Unit. After withholding income tax, the net total is R$ 527,000,000.00, or R$ 0.06723812621 per common share, R$ 0.07396193882 per preferred share and R$ 0.14120006503 per Unit, except for immune or exempt shareholders.

Shareholders of record at the end of January 2, 2026 are entitled to this interest. The shares will trade ex‑interest from January 5, 2026, and payment is scheduled for February 5, 2026. The amount will be fully credited against the mandatory dividends for the 2025 fiscal year, aligning this distribution with the company’s regular dividend obligations.

Banco Santander (Brasil) S.A. approved the distribution of interest on equity totaling R$ 620,000,000.00 gross, with a net amount of R$ 527,000,000.00 after withholding income tax, except for immune or exempt shareholders. The payment corresponds to R$ 0.07910367789 gross per common share and R$ 0.06723812621 net, R$ 0.08701404568 gross per preferred share and R$ 0.07396193882 net, and R$ 0.16611772357 gross per Unit and R$ 0.14120006503 net.

Shareholders of record at the end of January 2, 2026 will be entitled to this interest on equity, and the shares will trade ex-interest from January 5, 2026. Payment is scheduled as of February 5, 2026 and will be fully counted toward the mandatory dividends for the 2025 fiscal year. Holders of ADRs traded on the NYSE will receive payment through The Bank of New York Mellon under the applicable local rules.

Banco Santander (Brasil) S.A. reports a planned leadership transition in its finance and investor relations areas. Executive Vice President and Investor Relations Officer Gustavo Alejo Viviani will step down from his roles at the end of April 2026, in a jointly coordinated succession process and subject to regulatory approvals for his successor. The bank will adjust its organizational structure to align with the Santander Group model, in which the Chief Financial Officer (CFO) also oversees Accounting, with that function reporting directly to the CFO.

Carlos Muñiz González-Blanch has been nominated to succeed Gustavo as CFO and Investor Relations Officer. He is described as a senior executive with more than 25 years of financial-sector experience and 20 years within the Santander Group, currently serving as Global CFO of Santander Corporate & Investment Banking. The company emphasizes that the succession follows internal governance, involves Gustavo directly, and is designed to ensure an orderly transition while preserving continuity and stability.

Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on January 15, 2026 at 3:00 p.m. (BRT) at its headquarters on Avenida Presidente Juscelino Kubitschek in São Paulo. Shareholders will vote to fix the number of board members, with controlling shareholders proposing a 12-member Board of Directors, elect one new board member, and, after that election, confirm the full board composition for a term running until the 2027 Ordinary General Meeting.

The proposed new independent director is Antonio Carlos Quintella, an executive with a degree in Economics, an MBA from London Business School and senior experience at B3, Canvas Capital and Credit Suisse. Shareholders may participate in person, by proxy using a standard power-of-attorney template, or via remote voting ballots submitted through custodians, the share bookkeeper or directly to the company. Holders of American Depositary Shares will be able to vote through The Bank of New York Mellon on the same agenda items.

Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on January 15, 2026 at 3 p.m. in São Paulo to adjust its Board of Directors. Shareholders are asked to fix the board size at 12 members, elect one new board member, and then confirm the resulting composition.

The controlling shareholders propose Antonio Carlos Quintella as an independent director, with a term running until the investiture of those elected at the 2027 Ordinary General Meeting, after approval by the Brazilian Central Bank. The company details participation options, including in-person attendance, representation by proxy, and remote voting via ballot submitted through custodians, the bookkeeper, or directly to the company, generally by 01/12/2026. Remote voting instructions cannot be changed after 01/13/2026, except by attending or being represented at the meeting. The notice also highlights that cumulative voting may be requested by holders of at least 5% of voting capital and that a Fiscal Council can be installed at the request of shareholders holding 2% of common or 1% of preferred shares.

Banco Santander (Brasil) S.A. has called an Extraordinary General Meeting for January 15, 2026 at 3 p.m. at its headquarters in São Paulo. Shareholders will decide how many members will sit on the Board of Directors, elect one new board member, and then confirm the full composition of the board.

Participation is allowed in person, through legal representatives, or by attorneys-in-fact, with powers of attorney delivered to the company at least 72 hours before the meeting. A remote voting ballot is also available under CVM Resolution 81/22, which can be sent through the company, the bookkeeper, or custodian agents as described in the participation manual.

Holders of at least 5% of the voting capital may request cumulative voting for the board election. A Fiscal Council can be installed if requested by shareholders representing at least 2% of common shares or 1% of preferred shares. All supporting documents are available at the company’s headquarters and on the company, CVM, and B3 websites.

Banco Santander (Brasil) S.A. reports that its Board of Directors met by videoconference on December 15, 2025 and unanimously approved a management proposal to call an Extraordinary General Meeting for January 15, 2026 at 3 p.m.

The planned meeting will fix the number of members on the Board of Directors, elect one new board member and, after that election, confirm the overall composition of the Board.