Shareholders of Itaú Unibanco (NYSE: ITUB) approve Banco Itaucard merger and bylaws changes
Rhea-AI Filing Summary
Itaú Unibanco Holding S.A. reported the results of an Extraordinary General Stockholders’ Meeting held online on April 28, 2026. Stockholders approved, with virtually unanimous support, the Protocol and Justification for the merger of Banco Itaucard S.A. into the Company, using a base date of December 31, 2025 and without increasing the Company’s capital stock. They ratified PricewaterhouseCoopers Auditores Independentes Ltda. as the specialized firm that prepared the appraisal report on Banco Itaucard’s book net worth and approved that report. Stockholders also authorized management to take all actions needed to implement the resolutions, amended Article 3 of the Bylaws to reflect the new subscribed and paid-in capital composition, and changed item 9.1 of Article 9 so the Board of Officers can now have between five and sixty members. Each agenda item received approximately 5.18 billion approving votes, corresponding to 100.00% of votes cast.
Positive
- None.
Negative
- None.
Insights
Itaú Unibanco shareholders back intra-group merger and expand officer headroom.
The meeting outcomes show strong shareholder alignment behind consolidating Banco Itaucard S.A. into Itaú Unibanco Holding S.A.. The merger uses a December 31, 2025 balance sheet and occurs with no increase in capital stock, indicating an internal reorganization rather than external fundraising.
Ratifying PricewaterhouseCoopers as appraiser and approving the appraisal report formalize the net worth basis for the merger. Amending Article 3 to reflect capital composition and expanding the Board of Officers to up to sixty members provide structural flexibility, while the nearly unanimous votes suggest limited governance friction.
Key Figures
Approve votes on first item: 5,184,044,233 shares
Reject votes on first item: 2,156 shares
Abstain votes on first item: 125,025 shares
+2 more
5 metrics
Approve votes on first item
5,184,044,233 shares
Approve votes with 100.00% support on an agenda item
Reject votes on first item
2,156 shares
Reject votes representing 0.00% of total voting on an item
Abstain votes on first item
125,025 shares
Abstentions representing 0.00% of total voting on an item
Approve votes on another item
5,184,050,399 shares
Approve votes with 100.00% support on a later agenda item
Approve votes on Banco Itaucard merger
5,184,036,820 shares
Approve votes with 100.00% support on merger-related item
Key Terms
Extraordinary General Stockholders’ Meeting, Protocol and Justification, Appraisal Report, subscribed and paid-in capital, +2 more
6 terms
Extraordinary General Stockholders’ Meeting financial
"votes casted at the Extraordinary General Stockholders’ Meeting"
Protocol and Justification financial
"Resolve upon the “Protocol and Justification” which establishes the terms"
Appraisal Report financial
"Resolve upon the Appraisal Report, based on the balance sheet"
subscribed and paid-in capital financial
"reflect the new composition of the subscribed and paid-in capital"
Bylaws financial
"Consolidate the Bylaws to reflect the amendments mentioned"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
Board of Officers financial
"modify the maximum number of members of the Board of Officers"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Itaú Unibanco (ITUB) vote on the Banco Itaucard merger items?
Voting was overwhelmingly supportive, with around 5.18 billion shares, or 100.00% of votes cast, approving each merger-related item. Only a few thousand shares voted to reject, and slightly more than one hundred thousand shares abstained, indicating near-unanimous backing.
What role does PwC play in Itaú Unibanco’s (ITUB) Banco Itaucard merger?
PricewaterhouseCoopers Auditores Independentes Ltda. was ratified as the specialized firm responsible for preparing the appraisal report on Banco Itaucard S.A.’s book net worth. Shareholders also approved this appraisal report, establishing the accounting basis for the merger into Itaú Unibanco Holding S.A.
What Bylaws changes did Itaú Unibanco (ITUB) approve at the extraordinary meeting?
Shareholders approved amendments to Article 3 to reflect the new composition of subscribed and paid-in capital and changed item 9.1 of Article 9. The Board of Officers can now have between five and sixty members, expanding the company’s flexibility in structuring its executive team.
Did Itaú Unibanco’s (ITUB) capital stock increase due to the Banco Itaucard merger?
No, shareholders approved the merger of Banco Itaucard S.A. into Itaú Unibanco Holding S.A. with no increase in the Company’s capital stock. They also updated Bylaws Article 3 to reflect the new subscribed and paid-in capital composition following prior board decisions.
What authority was given to Itaú Unibanco (ITUB) management after the merger approval?
Shareholders authorized the company’s management, as provided in the Bylaws, to perform all acts and sign all documents required to implement and formalize the approved resolutions. This includes steps necessary to complete the Banco Itaucard S.A. merger and related Bylaws changes.
| UNITED STATES | |||||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||||
| Washington, D.C. 20549 | |||||||||||
| FORM 6-K | |||||||||||
| Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 | |||||||||||
| For the month of April, 2026 | |||||||||||
| Comission File Number: 001-15276 | |||||||||||
| Itaú Unibanco Holding S.A. | |||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||
| Itaú Unibanco Holding S.A. | |||||||||||
| (Translation of Registrant’s Name into English) | |||||||||||
| Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição | |||||||||||
| CEP 04344-902 São Paulo, SP, Brazil (Address of principal executive office) | |||||||||||
| Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. | |||||||||||
| Form 20-F ☒ | Form 40-F ☐ | ||||||||||
| 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 ☒ | ||||||||||
| 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 ☒ | ||||||||||
| Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. | |||||||||||
| Yes ☐ | No ☒ | ||||||||||
| If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): | |||||||||||
| 82– __________________ | |||||||||||
EXHIBIT INDEX
| 99.1 | Final Summarized Voting Map - Extraordinary General Stockholders' Meeting of April 28, 2026 | ||||||||||
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | ||||||||||||||
| Date: April 28, 2026. | ||||||||||||||
Itaú Unibanco Holding S.A. By: /s/ Gustavo Lopes Rodrigues Name: Gustavo Lopes Rodrigues Title: Investor Relations Officer. | ||||||||||||||
Extraordinary General Stockholders’ Meeng Final Summarized Voting Map According to CVM Resolution No. 81/22, Itaú Unibanco Holding S.A. ("Company") discloses the final summarized voting map related to the consolidation of remote voting instructions and of the votes casted at the Extraordinary General Stockholders’ Meeting (“Meeting”), held exclusively online, on April 28, 2026, at 11:10 a.m, as presented below. São Paulo - SP, April 28, 2026. Gustavo Lopes Rodrigues Investor Relations Officer
Item Description Voting Number of shares % over total voting Approve 5,184,044,233 100.00% Reject 2,156 0.00% Abstain 125,025 0.00% Approve 5,184,042,488 100.00% Reject 3,102 0.00% Abstain 125,824 0.00% Approve 5,184,041,930 100.00% 3 Reject 10,196 0.00% Abstain 119,288 0.00% Approve 5,184,043,513 100.00% 4 Reject 10,207 0.00% Abstain 117,694 0.00% Approve 5,184,042,312 100.00% 5 Reject 10,072 0.00% Abstain 119,030 0.00% Approve 5,184,050,399 100.00% 6 Reject 10,346 0.00% Abstain 110,669 0.00% Approve 5,184,036,820 100.00% Reject 14,118 0.00% Abstain 120,476 0.00% Approve 5,184,050,618 100.00% Reject 1,349 0.00% Abstain 119,447 0.00% Consolidate the Bylaws to reflect the amendments mentioned in the preceding items:8 Amend the wording of item 9.1 of Article 9 of the Bylaws to modify the maximum number of members of the Board of Officers, so that it is now composed of five (5) to sixty (60) members: 7 2 Ratify the appointment and engagement of PricewaterhouseCoopers Auditores Independentes Ltda. - PwC as the specialized firm responsible for preparing the Appraisal Report on the book net worth of Banco Itaucard S.A. to be merged into the Company: Resolve upon the Appraisal Report, based on the balance sheet of Banco Itaucard S.A. as of December 31, 2025: Resolve upon the merger of Banco Itaucard S.A. into the Company, with no increase in the Companys capital stock, in accordance with the Protocol and Justification: Authorize the Companys management members, as provided for in its Bylaws, to perform all acts and sign all documents required for the implementation and formalization of the approved resolutions: Amend the wording of Article 3, caput, of the Bylaws, to reflect the new composition of the subscribed and paid-in capital, as resolved by the Board of Directors on November 27, 2025 and December 18, 2025 regarding the cancellation of shares and capital increase within the limit of the authorized capital: Final Summarized Voting Map 1 Resolve upon the “Protocol and Justification” which establishes the terms and conditions for the merger of Banco Itaucard S.A. into the Company, with the base date of December 31, 2025: