Banco Santander SEC Filings

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.

Banco Santander (Brasil) S.A. (BSBR) called an Extraordinary General Meeting for November 28, 2025 at 3:00 p.m. in São Paulo to vote on a corporate reorganization involving Return Capital Gestão de Ativos e Participações S.A. The agenda includes ratifying the hiring of PricewaterhouseCoopers to prepare an appraisal report, approving that appraisal, approving the Protocol and Justification of the partial spin‑off of Return signed on October 29, 2025, and approving the incorporation of the spun‑off portion into Santander Brasil, with subsequent authorization of management actions.

Shareholders may participate in person with proper identification or via remote voting ballot pursuant to CVM Resolution 81/22. Documents are available at the company’s headquarters and on the investor relations, CVM, and B3 websites. The minimum stake for cumulative voting is 5%. A Fiscal Council may be installed at the request of holders of at least 2% of common shares or 1% of preferred shares.

Banco Santander (Brasil) S.A. (BSBR) called an Extraordinary General Meeting for November 28, 2025 to approve a corporate reorganization: a partial spin-off of its wholly owned subsidiary Return Capital Gestão de Ativos e Participações S.A. and the merger of the spun-off portion into Santander Brasil. The spun-off portion equals R$8,460,000,000.00, corresponding to 97% of Return’s equity, appraised at book value as of September 30, 2025 by PricewaterhouseCoopers.

The company states this internal transaction will not increase capital, will not issue new shares, and will cause no dilution or changes to the bylaws. Santander Brasil, as Return’s sole shareholder, will replace its investment in Return with the transferred assets and liabilities. Estimated costs to execute and document the reorganization are approximately R$450,000.00.

The agenda also includes ratifying PwC’s engagement, approving the appraisal report, approving the protocol and justification for the partial spin-off, approving the merger of the spun-off portion into the company, and authorizing management to complete the necessary filings and formalities.

Banco Santander (Brasil) S.A. called an Extraordinary General Meeting to approve the merger of its wholly owned subsidiary Santander Leasing into the parent. The net equity to be merged is R$10,275,420,114.50, based on the balance sheet as of September 30, 2025, supported by an appraisal prepared by PricewaterhouseCoopers.

Management states the merger will occur at book value and will not result in a capital increase, issuance of new shares, or dilution, and no bylaw changes or withdrawal rights apply. Estimated transaction costs are approximately R$450,000.00.

The agenda includes ratifying PwC’s engagement, approving the appraisal report, the merger protocol signed on October 29, 2025, and the merger itself, with authorization to carry out necessary acts. The merger will take effect after approval by the Central Bank of Brazil. The EGM is scheduled for November 28, 2025, at 3:30 p.m.