Itaú Unibanco (NYSE: ITUB) to absorb Banco Itaucard unit

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. announces that its Board of Directors approved an intragroup corporate restructuring to merge its wholly owned subsidiary Banco Itaucard S.A. into the parent company, extinguishing Itaucard, which currently has no operational activities.

The merger is intended to streamline the Itaú Unibanco conglomerate by optimizing structures and resources for greater efficiency and synergy. Because Itaucard has no minority stockholders, there will be no share exchange ratio, no capital increase at Itaú Unibanco, and no withdrawal rights for dissenting stockholders. The company states that the transaction will not result in financial impacts for Itaú Unibanco.

The transaction will be presented at Annual and Extraordinary Shareholders’ Meetings scheduled for April 28, 2026, and its completion remains subject to approval by the Central Bank of Brazil.

Form 6-K: How Foreign Companies Report to the SEC →

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 March, 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 - Announcement to the market: Proposed corporate reorganization involving the merger of Banco Itaucard S.A. into Itaú Unibanco Holding S.A.

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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: March 27, 2026.

Itaú Unibanco Holding S.A.

By: /s/ Gustavo Lopes Rodrigues

Name: Gustavo Lopes Rodrigues

Title: Investor Relations Officer.

Announcement to the Market ITAÚ UNIBANCO HOLDING S.A. (“Itaú Unibanco” or “Company”) informs its stockholders and the general market that its Board of Directors has approved the proposal for an intragroup corporate restructuring aimed at the merger of Banco Itaucard S.A. (“Itaucard”) into the Company (“Transaction”). Itaucard is a wholly owned subsidiary of Itaú Unibanco and currently has no operational activities, as the main activities previously carried out by this entity have already been transferred to the Company or to its subsidiaries. Accordingly, the purpose of the Transaction is to extinguish Itaucard, as detailed in the Management Proposal disclosed on this date on the Company’s Investor Relations website and on the websites of the Brazilian Securities and Exchange Commission (CVM) and B3, in connection with the Annual and Extraordinary Shareholders’ Meetings to be held on April 28, 2026, with the Transaction to be resolved upon under the agenda of the Extraordinary General Meeting. The merger of Itaucard with the consequent extinction of this company is aligned with the rationalization of the use of resources within the Itaú Unibanco Conglomerate and the optimization of its structures and business, aimed at providing greater efficiency and synergy of the activities performed. Lastly, we should clarify that given the absence of minority stockholders in Itaucard and considering that Itaucard is a wholly owned subsidiary of Itaú Unibanco: (i) there will be no exchange ratio or capital increase in the Company; (ii) the rules regarding withdrawal rights from dissenting stockholders will not be applicable; and (iii) the Transaction will not result in financial impacts for the Company. It is further informed that the completion of the Transaction will be subject to approval by the Central Bank of Brazil. São Paulo, March 27, 2026. Gustavo Lopes Rodrigues Investor Relations Officer

FAQ

What corporate action did Itaú Unibanco (ITUB) announce regarding Banco Itaucard?

Itaú Unibanco approved an intragroup restructuring to merge Banco Itaucard S.A. into the parent company. Itaucard, already without operational activities, will be extinguished as part of this merger to simplify the group’s structure and internal organization.

Why is Itaú Unibanco (ITUB) merging Banco Itaucard into the parent company?

The merger aims to rationalize resource use and optimize Itaú Unibanco’s structures and business. By extinguishing an inactive, wholly owned subsidiary, the conglomerate seeks greater efficiency and synergy across its activities and internal operations.

Will Itaú Unibanco’s capital structure change due to the Banco Itaucard merger?

No. The company states there will be no exchange ratio or capital increase in Itaú Unibanco. Since Banco Itaucard is a wholly owned subsidiary with no minority stockholders, these typical capital changes are not required for the intragroup merger.

Does the Banco Itaucard merger trigger withdrawal rights for Itaú Unibanco stockholders?

No. Itaú Unibanco explains that withdrawal rights for dissenting stockholders will not apply. This is because Banco Itaucard is a wholly owned subsidiary with no minority stockholders, so the usual protection mechanisms are not activated in this transaction.

What financial impact will the Banco Itaucard merger have on Itaú Unibanco (ITUB)?

The company states that the transaction will not result in financial impacts for Itaú Unibanco. Itaucard currently has no operational activities, and its merger is described as an internal reorganization focused on structural efficiency rather than changing financial results.

What approvals are required for Itaú Unibanco’s merger of Banco Itaucard?

The merger will be submitted to Annual and Extraordinary Shareholders’ Meetings on April 28, 2026. In addition, completion of the transaction is subject to approval by the Central Bank of Brazil, as specified in the company’s market announcement.

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