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Banco Santander (Brasil) S.A. reported that its Board of Directors elected Mr. Pablo Agote Alique as an officer without specific designation. The complementary term will last until the first Board meeting held after the 2027 Ordinary Shareholders’ Meeting.
He will take office only after approval of his election by the Central Bank of Brazil and the granting of a work visa by the Ministry of Justice and Public Security. The appointment was recommended by the Company’s Nomination and Governance Committee.
Banco Santander (Brasil) S.A. resubmitted the remote voting ballot for its Extraordinary General Meeting to add a field for shareholder views on establishing a Fiscal Council, with no changes to the agenda. Votes already submitted remain valid under CVM Resolution 81/22.
The deadline to send new remote voting instructions is November 25, 2025, and the meeting is scheduled for November 28, 2025 at 3:30 p.m. The company recommends using the same service provider if submitting a new ballot to avoid conflicting instructions.
Banco Santander (Brasil) S.A. furnished interim IFRS financials. Q3 2025 net profit was R$3,882,410, while 9M 2025 net profit totaled R$9,021,926 versus R$10,343,900 a year earlier. Net interest income reached R$43,862,182 for 9M 2025, up from R$41,249,251, and fee income was R$18,745,787, up from R$17,813,964.
Credit costs remained elevated: impairment losses on financial assets were R$23,908,549 in 9M 2025 (R$20,829,726 in 9M 2024), including a complementary provision of R$4,328,000 in Q2 to reflect updated models under IFRS 9. Total assets were R$1,263,370,224 and stockholders’ equity R$125,149,258 as of September 30, 2025. Customer deposits were R$602,729,193.
The bank reclassified part of its ALCO securities to amortized cost, reversing mark‑to‑market and adding R$514,000 to equity net of taxes at the time of the move. Operating cash flow was R$24,827,073 for 9M 2025, with financing cash flows reflecting dividends and interest on capital paid of R$7,621,812. Bonds and securities outstanding were R$152,212,024, up from R$139,678,128 at year‑end.
Banco Santander (Brasil) S.A. (BSBR) plans two internal reorganizations subject to shareholder approval on November 28, 2025: a partial spin-off and merger of assets from wholly owned subsidiary Return Capital and the full merger of wholly owned Santander Leasing into the parent.
For Return, the Company will merge 97% of Return’s net equity, with a net book value of R$8,460,000,000.00 as of September 30, 2025, composed of financial assets of R$5,291,177,823.54 and financial investments of R$3,168,822,176.46. No capital increase or new share issuance will occur, and the shareholding structure will remain unchanged. Implementation costs are estimated not to exceed R$450,000.00. This transaction does not require additional regulatory approvals.
For Santander Leasing, the Company will merge all equity into the parent, dissolve the subsidiary, and succeed its rights and obligations. No capital increase or share issuance will occur, and estimated costs are capped at R$450,000.00. This merger requires approval by BACEN pursuant to CMN Resolution No. 4,970.
Banco Santander (Brasil) S.A. approved management proposals to merge the spun-off portion of Return Capital Gestão de Ativos e Participações S.A. into the bank and to merge Santander Leasing, each subject to approval at shareholder meetings.
The board also called Extraordinary Shareholders’ Meetings for November 28, 2025, at 3:00 p.m. (Return spin-off merger) and 3:30 p.m. (Santander Leasing merger), to ratify the hiring of PricewaterhouseCoopers Auditores Independentes as the specialized appraiser, approve the appraisal reports, and vote on the respective protocols and justifications pursuant to Brazilian Law 6,404/76, article 227. The resolutions were approved unanimously by the board, with favorable recommendation from the Audit Committee.
Banco Santander (Brasil) S.A. (BSBR) plans to merge its wholly owned subsidiary, Santander Leasing S.A. Arrendamento Mercantil, into the parent company to simplify its structure and unify operations.
The merger transfers net equity of R$10,275,420,114.50 to Santander Brasil based on a September 30, 2025 base balance sheet appraised by PwC. There will be no capital increase, no new shares, and no dilution for current shareholders. Estimated implementation costs are R$450,000, borne by Santander Brasil.
After approval, Santander Leasing will be dissolved and Santander Brasil will succeed all assets, rights, and obligations. The merger is subject to shareholder approvals and effectiveness only after Central Bank of Brazil approval and registry filings. As context, Santander Leasing’s balance sheet shows total assets of R$14,526,652,512.31 and liabilities of R$4,251,232,397.81 as of September 30, 2025.
Banco Santander (Brasil) S.A. will hold an Extraordinary General Meeting on November 28, 2025 at 3:30 p.m. in São Paulo to decide on the merger of Santander Leasing S.A. Arrendamento Mercantil into the company, under Brazilian Law No. 6,404/76, article 227. The agenda includes ratifying the hiring of PricewaterhouseCoopers to prepare the appraisal report, approving the Appraisal Report, approving the Protocol and Justification of the Merger dated October 29, 2025, approving the merger, and authorizing related managerial acts.
Shareholders may participate in person with proper identification or via Remote Voting Ballot pursuant to CVM Resolution 81/22, following the procedures in the participation manual. Cumulative voting requires 5% of voting capital. A Fiscal Council may be installed at the request of holders of 2% of common or 1% of preferred shares. Documents are available at the company’s headquarters, investor relations website, CVM, and B3.