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Banco Santander (Brasil) S.A. (BSBR) reported the results of an Extraordinary General Meeting held on August 18, 2026 in São Paulo. Shareholders representing 95.85% of the voting capital were present, in person or via remote voting.
Shareholders approved, by majority, fixing the Board of Directors at 13 members for a term running until the Ordinary General Meeting to be held in 2027. They also elected two new directors, Daniel Barriuso Rojo and Gilson Finkelsztain, for a supplementary term that will also extend until the 2027 Ordinary General Meeting, subject to required authorization by the Central Bank of Brazil before they take office.
Following these elections, the meeting confirmed the full composition of the Board of Directors, listing 13 named directors, including an independent president and multiple independent members, with the mandate in effect until the investiture of those elected at the 2027 Ordinary General Meeting.
Banco Santander (Brasil) S.A. (BSBR) released the consolidated synthetic remote voting map for its Extraordinary General Meeting scheduled for August 18, 2026. The map aggregates voting instructions from the Central Depositary, the Bookkeeper and votes sent directly to the company.
Shareholders largely approved fixing the number of Board members, with 67,567,054 votes for, 11,076 against and 10,163 abstentions. The slate composed of Daniel Barriuso Rojo and Gilson Finkelsztain also received strong support, with 67,094,805 votes for, 16,465 against and 477,023 abstentions. In a potential cumulative voting scenario, 21,868,349 votes favored equal distribution among slate members, while 45,713,080 abstained.
For indicative cumulative voting allocation, 10,954,482 votes (50.08%) were directed to Daniel Barriuso Rojo and 10,920,731 (49.92%) to Gilson Finkelsztain. The resulting Board composition resolution received 67,546,363 votes for, 11,525 against and 30,405 abstentions. The agenda also included a question on requesting establishment of a fiscal council under Brazilian corporate law.
Banco Santander, S.A. plans concurrent exchange offers in Brazil and the U.S. to acquire all outstanding common shares, preferred shares, units and ADSs of Santander Brasil not already owned by Banco Santander. Holders would receive 0.2028 Banco Santander BDR or ADS per Santander Brasil common or preferred share and 0.4056 per unit or ADS, subject to customary adjustments for dividends and interest on equity. Based on Banco Santander’s €12.912 closing price on August 12, 2026, the 0.4056 ratio implied a value of BRL 31.21 per Santander Brasil unit, a 23.6% premium to the BRL 25.25 unaffected price on July 30, 2026. Definitive terms will be set out in a Form F-4 registration statement, prospectus and Brazilian Tender Offer Notice once conditions to commencement are fulfilled.
Banco Santander, S.A. plans concurrent exchange offers in Brazil and the U.S. to acquire all outstanding common shares, preferred shares, units and ADSs of Banco Santander (Brasil) S.A. not already owned by Santander. Holders would receive 0.2028 Santander BDRs or ADSs per Santander Brasil common or preferred share and 0.4056 Santander BDRs or ADSs per unit or ADS, subject to specified adjustments for dividends and interest on equity. Based on Banco Santander’s August 12, 2026 share price, the exchange ratio for units implied BRL 31.21 per Santander Brasil unit, a 23.6% premium to the July 30, 2026 unaffected price. Definitive terms will be set out in a Form F-4 registration statement, prospectus, offer to exchange and a Brazilian Tender Offer Notice.
Banco Santander (Brasil) S.A. officer Nicolas Vergara reported a sale of 17,800 UNIT - SANB11 on August 11, 2026. The units were sold at $5.74 per unit, equivalent to R$29.43 per share using an exchange rate of R$5.1279 per US$1.00, in a sale classified as an open market or private transaction. Following this transaction, Vergara directly holds 29,138 units. The transaction was not marked as being executed under a Rule 10b5-1 trading plan.
Banco Santander (Brasil) S.A. officer Paulo Fernando Alves Lima reported selling 43,876 UNIT - SANB11 on August 11, 2026 at $5.74 per unit, leaving 35,189 units held directly. The footnote states this price is equivalent to R$29.43 per share using an exchange rate of R$5.1279 per US$1.00 from the Brazilian Central Bank. The filing indicates the Rule 10b5-1 trading-plan checkbox was not marked.
Banco Santander (Brasil) S.A. officer Celso Mateus De Queiroz reported selling 29,299 UNIT - SANB11 securities on 2026-08-06 in a sale classified as an open market or private transaction at $5.78 per unit. After this transaction, he directly holds 23,838 units. The price corresponds to R$29.49 per share, using a R$5.1011 per US$1.00 exchange rate reported by the Brazilian Central Bank, and the transaction was not made under a Rule 10b5-1 trading plan.
Banco Santander (Brasil) S.A. officer Rezende Robson de Souza reported a sale of 39,874 UNIT - SANB11 securities on August 4, 2026 at $5.70 per unit, equivalent to R$29.09 per share using an exchange rate of R$5.1047 per US$1.00, leaving 31,003 units held directly.
Banco Santander (Brasil) S.A. officer Santos Gustavo de Sousa sold 29,200 UNIT - SANB11 securities on August 4, 2026 at $5.70 per unit, leaving 53,023 units directly owned.
The per-unit price is equivalent to R$29.09 per share, using a R$5.1047 per U.S.$1 exchange rate reported by the Brazilian Central Bank.
Banco Santander (Brasil) S.A. officer Mariana Cahen Margulies reported a sale of 42,545 UNIT - SANB11 on August 4, 2026 at $5.70 per unit, leaving 40,275 units held directly. The reported U.S. dollar price corresponds to R$29.09 per share using an exchange rate of R$5.1047 per US$1.00 from the Brazilian Central Bank.