Itaú Unibanco (ITUB) approves 200M-share buyback through August 2027

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. approved a new stock buyback program after ending its previous one early. The new program runs from February 4, 2026 through August 4, 2027 and authorizes repurchases of up to 200,000,000 preferred shares, about 3.74% of the 5,349,627,055 preferred shares in free float as of December 31, 2025.

The bank plans to use the repurchased shares both to serve employee and management compensation and incentive plans and to cancel shares. Management highlights potential effects such as higher dividends per share and increased ownership percentages for remaining shareholders, using significant capital and revenue reserves while stating confidence that obligations to creditors and mandatory dividends will still be met.

Insights

Bank capital management analyst

Itaú Unibanco adds a sizable, flexible buyback without signaling balance sheet strain.

Itaú Unibanco authorized repurchases of up to 200,000,000 preferred shares, around 3.74% of the preferred free float as of December 31, 2025. The program extends through August 4, 2027, giving management a long window to execute depending on conditions.

The stated aims are to supply shares for compensation and incentive plans and to cancel shares, which can support earnings per share and individual ownership stakes if fully executed. Available capital and revenue reserves in excess of BRL 59 billion suggest capacity to fund the program.

The board explicitly notes it foresees no impact on debt payments or mandatory dividends, linking this to liquidity management practices. Actual effects on per-share metrics and capital ratios will depend on how much of the approved amount is ultimately used over the program’s term.

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 February, 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 ITAÚ UNIBANCO - Material Fact: Stock Buyback Program

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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: February 4, 2026.

Itaú Unibanco Holding S.A.

By: /s/ Gustavo Lopes Rodrigues

Name: Gustavo Lopes Rodrigues

Title: Investor Relations Officer.

Material Fact Stock Buyback Program ITAÚ UNIBANCO HOLDING S.A. informs its shareholders that the Board of Directors, meeting on February 4, 2026, has resolved to: (i) terminate early, as of this date, the stock buyback program approved at the Board meeting held on February 5, 2025, which would terminate on February 5, 2026; and (ii) approve the new stock buyback program1, to be effective as of this date through August 4, 2027, authorizing the purchase of up to 200,000,000 preferred shares issued by the Company, with no reduction of capital. The purposes of the new stock buyback program are to: (a) provide for the delivery of shares to employees and management members of the Company and its controlled companies within the scope of compensation models, long-term incentive plans and institutional projects; and (b) cancel the shares issued by the Company; The stock buybacks will be carried out on stock exchanges at market value and intermediated by Itaú Corretora de Valores S.A. São Paulo (SP), February 4, 2026. Gustavo Lopes Rodrigues Investor Relations Officer 1 According to Article 30, paragraphs 1 and 2, of Law No. 6,404/76 and CVM Resolution No. 77/22.

Material Fact Attachment G to CVM Resolution No. 80/22 Trading of Own Shares 1. Justify in detail the purpose and expected economic effects expected from the transaction: Purpose The purposes of the stock buyback process are to: (i) provide for the delivery of shares to employees and management members of the Company and its controlled companies within the scope of compensation models, long-term incentive plans and institutional projects and (ii) cancel the shares issued by the Company. Economic Effects The purchase of own shares may have the following impacts: • For shareholders: (i) greater return in the form of dividends, since the shares bought back by the Company are withdrawn from the market and the payment of dividends is distributed over a lower number of shares; and (ii) increase in the percentage of interest of the shareholder if these shares are cancelled. • For the Company: (i) optimization in the use of the funds available for investment; and (ii) change in the capital ratio. In the event of the buyback of the total shares within this program, the financial amount spent will have no significant accounting effects on the Company’s results. 2. Inform the number of shares (i) comprising the free float and (ii) already held as treasury stock. Shares comprising the free float as of December 31, 2025: • 456,130,473 common shares • 5,349,627,055 preferred shares Shares held as treasury stock as of December 31, 2025: • No common shares are held in treasury • 344,662 preferred shares 3. Inform the number of shares that may be bought back or sold. Up to 200,000,000 preferred shares may be purchased, with no reduction of capital, equivalent to approximately 3.74% of the 5,349,627,055 preferred shares comprising the free float as of December 31, 2025.

Material Fact 4. Describe the main characteristics of any derivative instruments that the company may use in the future. The Company will use no derivative instruments. 5. Describe any existing agreements or voting instructions between the company and the counterparty to the transactions. Shares will be purchased through transactions on stock exchanges and there are no voting instructions between the Company and the counterparties to the transaction. 6. In the event that transactions are carried out outside the organized securities markets, please inform: (a) the maximum (minimum) price for which the shares will be bought back (sold); and (b) if applicable, the reasons justifying the transaction at prices of more than ten percent (10%) higher, in the case of a buyback, or more than ten percent (10%) lower, in the case of a sale, at the average price, weighted by volume, in the previous ten (10) trading days. Not applicable, since the buyback of shares issued by the Company will be carried out through transactions on stock exchanges at market value. 7. Inform any impacts that trading will have on the stockholding composition or the management structure of the company. There will be no impact on the Company’s management structure as a result of the buyback of shares issued by the Company nor will there be any impact on the stockholding composition, since the Company has a defined controlling stake. 8. Identify any known counterparties and, in the event the counterparty is a party related to the company, as set out in the accounting rules covering this matter, supply the information required by Article 9 of CVM Resolution No. 81 of March 29, 2022. The buyback of shares issued by the Company will be carried out through transactions on stock exchanges, and counterparties are unknown. 9. Indicate the use of the funds accrued, if applicable. Not applicable, since the transactions will be limited to the buyback rather than the sale of shares. 10. Indicate the final deadline for the settlement of authorized transactions. The final deadline for the settlement of approved transactions is August 4, 2027. 11. Identify any institutions that will act as intermediaries.

Material Fact The buybacks will be intermediated by Itaú Corretora de Valores S.A., headquartered at Av. Brigadeiro Faria Lima, 3500, 3º andar (parte), in the city of São Paulo (State of São Paulo). 12. Specify any available funds to be used in accordance with Article 8, § 1, of CVM Resolution No. 77 of March 29, 2022. On December 31, 2025, funds available for the buyback of the shares issued by the Company totaled: BRL 2,873,374,501.30 in Capital Reserves; and BRL 57,106,300,244.18 in Revenue Reserves. 13. Specify the reasons why members of the board of directors feel comfortable that the buyback of shares will have no adverse impact on the ability to comply with any obligations assumed with creditors or the payment of mandatory, whether fixed or minimum, dividends. The Board of Directors understands that the settlement of the buyback of own shares is compatible with the Company’s financial position and foresees no impact on the compliance with the obligations assumed, considering that: The Company manages its liquidity reserves based on estimates of the funds that will be available for investment, taking into consideration the business continuity in normal conditions. Therefore, full payment ability is assured in relation to financial commitments assumed. For further details, please see the Note “Cash Flows” in the Company’s Financial Statements on the Investor Relations website (https://www.itau.com.br/investor-relations).

FAQ

What did Itaú Unibanco (ITUB) announce about its new stock buyback program?

Itaú Unibanco approved a new buyback program authorizing repurchases of up to 200,000,000 preferred shares through August 4, 2027. The plan follows early termination of a prior program and targets both share-based compensation needs and potential share cancellation.

How large is the Itaú Unibanco (ITUB) buyback compared with its preferred share float?

The program allows Itaú Unibanco to repurchase up to 200,000,000 preferred shares, about 3.74% of the 5,349,627,055 preferred shares in free float as of December 31, 2025. This represents a meaningful but not controlling portion of outstanding preferred shares.

What are the main goals of Itaú Unibanco’s (ITUB) share repurchase program?

The buyback is intended to supply shares for employee and management compensation, long-term incentive plans, and institutional projects, and to enable cancellation of shares. Management notes potential benefits such as higher dividends per share and increased ownership percentages for remaining shareholders if shares are cancelled.

How will Itaú Unibanco (ITUB) execute its stock buybacks and who intermediates them?

Itaú Unibanco will repurchase its own preferred shares on stock exchanges at market prices. The transactions will be intermediated by Itaú Corretora de Valores S.A., the group’s brokerage based in São Paulo, rather than through private off-exchange deals or derivative structures.

What financial resources back Itaú Unibanco’s (ITUB) share repurchase capacity?

As of December 31, 2025, the company reported BRL 2,873,374,501.30 in capital reserves and BRL 57,106,300,244.18 in revenue reserves available for buybacks. The board states that these resources allow buybacks without jeopardizing debt commitments or mandatory dividends.

When does Itaú Unibanco’s (ITUB) new stock buyback program end?

The new buyback program is effective from February 4, 2026 and runs until August 4, 2027. The company indicates that all authorized repurchase transactions must be settled by this final deadline, providing a multi-year horizon for potential execution.