Itaú Unibanco (NYSE: ITUB) plans Banco Itaucard merger, bylaw changes

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. is calling its stockholders to an entirely digital Annual and Extraordinary General Stockholders’ Meeting on April 28, 2026, at 11:00 a.m. and 11:10 a.m. The annual meeting will review the management report, independent auditors’ report, Fiscal Council opinion and Audit Committee summary, and vote on the 2025 financial statements, profit allocation, election of Board of Directors and Fiscal Council members, and overall compensation for directors, officers and Fiscal Council members. The extraordinary meeting will vote on approving the protocol and merger of Banco Itaucard S.A. into the Company, ratifying PwC as appraiser, approving the appraisal report as of December 31, 2025, formalizing the merger without increasing capital, and amending and consolidating the Bylaws, including updating capital wording and expanding the Board of Officers to between five and sixty members. Stockholders may participate remotely via electronic system or by remote voting forms, following the identification and proxy documentation procedures described.

Key Figures

Annual meeting time: 11:00 a.m. Extraordinary meeting time: 11:10 a.m. Merger base date: December 31, 2025 +3 more

6 metrics

Annual meeting time 11:00 a.m. Annual General Stockholders’ Meeting on April 28, 2026

Extraordinary meeting time 11:10 a.m. Extraordinary General Stockholders’ Meeting on April 28, 2026

Merger base date December 31, 2025 Balance sheet and base date for Banco Itaucard S.A. merger

Board of Officers size range 5 to 60 members New limit proposed for item 9.1 of article 9 of the Bylaws

Multiple voting request threshold 5% of voting capital Minimum to request multiple voting in Board of Directors election

Remote voting deadline April 24, 2026 Deadline to email documents for access and remote participation

Key Terms

Annual General Stockholders’ Meeting, Extraordinary General Stockholders’ Meeting, Fiscal Council, remote voting system, +2 more

6 terms

Annual General Stockholders’ Meeting financial

"The stockholders of ITAÚ UNIBANCO HOLDING S.A. are invited ... Annual General Stockholders’ Meeting and the Extraordinary General Stockholders’ Meeting"

Extraordinary General Stockholders’ Meeting financial

"Annual General Stockholders’ Meeting and the Extraordinary General Stockholders’ Meeting, to be held on April 28, 2026"

Fiscal Council financial

"the Opinion of the Fiscal Council and the Summary of the Audit Committee's Report"

remote voting system regulatory

"The Company has implemented a remote voting system, pursuant to CVM Resolution No. 81/22"

CVM Resolution No. 81/22 regulatory

"remote voting system, pursuant to CVM Resolution No. 81/22, as amended"

Protocol and Justification financial

"Resolve upon the “Protocol and Justification” which establishes the terms and conditions for the merger of Banco Itaucard S.A."

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 - Call Notice - Annual General Stockholders' and Extraordinary Meeting of April 28, 2026

.

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.

Call Notice Annual General Stockholders’ Meeting and Extraordinary General Stockholders’ Meeting The stockholders of ITAÚ UNIBANCO HOLDING S.A. (“Company”) are invited by the Board of Directors to attend the Annual General Stockholders’ Meeting and the Extraordinary General Stockholders’ Meeting, to be held on April 28, 2026, at 11:00 a.m. and 11:10 a.m., respectively. The meetings will be held exclusively remotely and digitally in order to facilitate the participation of stockholders from wherever they may be and will address the matters listed below. Annual General Stockholders’ Meeting – 11:00 a.m. 1. Take cognizance of the Management Report and the Independent Auditors' Report, the Opinion of the Fiscal Council and the Summary of the Audit Committee's Report, and examine for resolving upon the management accounts and the Financial Statements for the fiscal year ended December 31, 2025; 2. Resolve on the allocation of profit for the fiscal year; 3. Establish the number of members that will compose the Board of Directors and elect its members for the next annual term, including the co-chairmen, the vice-chairman, and the independent members. In view of the provisions of Resolution No. 70/22 of the Securities and Exchange Commission (“CVM”), it is stipulated that, to request the adoption of multiple voting in the election of members of the Board of Directors, the applicants must represent at least 5% of the voting capital; 4. Elect the effective and alternate members of the Fiscal Council for the next annual term; and

Call Notice 5. Resolve upon the amount of funds allocated for the overall compensation of the members of the Board of Officers and the Board of Directors, as well as the compensation of the members of the Fiscal Council. Extraordinary Geral Stockholders’ Meeting – 11:10 a.m. 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 a base date of December 31, 2025; 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; 3. Resolve upon the appraisal report, based on the balance sheet of Banco Itaucard S.A., as of December 31, 2025; 4. Resolve upon the merger of Banco Itaucard S.A. into the Company, without an increase in the Company's capital stock, in accordance with the "Protocol and Justification"; 5. Authorize the Company's management members, as provided for in its Bylaws, to perform all acts and sign all documents necessary for the implementation and formalization of the approved resolutions; 6. Amend the wording of article 3, caput, of the Bylaws to reflect the new composition of the subscribed and paid-in capital, following resolutions by the Board of Directors on November 27, 2025 and December 18, 2025 regarding the cancellation of shares and the increase of capital within the limit of the authorized capital;

Call Notice 7. 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; and 8. Consolidate the Bylaws, with the changes mentioned above. A consolidated description of the proposed topics, as well as their justification, can be found in the Meeting Manual. The documents to be analyzed at the Meeting are available to stockholders on the Company's Investor Relations website (www.itau.com.br/relacoes- cominvestidores/en/), as well as on the CVM website (www.cvm.gov.br) and the B3 – Brasil, Bolsa, Balcão website (www.b3.com.br). Stockholders may also request copies of these documents by email at ri@itau-unibanco.com.br. The Meetings will be held through an electronic system with a link and access instructions to be provided by the Company to stockholders who send the following documents to the email address ri@itau-unibanco.com.br by April 24, 2026: a) Legal entities: a notarized copy of the articles of incorporation/bylaws and proof of election of the management members, duly registered with the competent commercial registry. b) Individuals: a scanned copy of a valid photo ID of the stockholder. Stockholders may be represented at Meetings by proxy, pursuant to article 126 of Law No. 6,404/76, provided that the proxy submits their identity document and the documents listed below proving the validity of their power of attorney (we request that documents produced abroad be consularized or apostilled and accompanied by the respective sworn translation). We clarify that the representative of a corporate stockholder does not need to be a stockholder, company director, or lawyer.

Call Notice a) Legal Entities: a notarized copy of the articles of incorporation/bylaws of the represented legal entity, proof of election of the management members and the corresponding power of attorney, with signature authenticated by a notary public. b) Individuals: power of attorney with signature authenticated by a notary public. In order to facilitate the work at the Meetings, the Company suggests that stockholders represented by proxies send, by April 24, 2026, a copy of the documents listed above to the email address ri@itau-unibanco.com.br. The Company has implemented a remote voting system, pursuant to CVM Resolution No. 81/22, as amended, enabling its stockholders to send remote voting forms (i) directly to the Company, (ii) to their respective custodian agents, if the shares are deposited with a central depository, or (iii) to Itaú Corretora de Valores S.A., a financial institution engaged by the Company to provide stockholder registration services, in accordance with the procedures described in the stockholders' Meeting Manual. São Paulo (SP), March 27, 2026. Gustavo Lopes Rodrigues Investor Relations Officer

FAQ

When will Itaú Unibanco (ITUB) hold its 2026 shareholder meetings?

Itaú Unibanco will hold its Annual General Stockholders’ Meeting on April 28, 2026, at 11:00 a.m., followed by the Extraordinary General Stockholders’ Meeting at 11:10 a.m. Both meetings will occur exclusively in a remote, digital format for all stockholders.

What are the main items on Itaú Unibanco (ITUB) 2026 annual meeting agenda?

The annual meeting will review the 2025 management report, auditors’ and committee opinions, and financial statements. Stockholders will also vote on profit allocation, the size and election of the Board of Directors and Fiscal Council, and total compensation for directors, officers, and Fiscal Council members for the next term.

What merger is being proposed at Itaú Unibanco (ITUB) extraordinary meeting?

Stockholders will vote on merging Banco Itaucard S.A. into Itaú Unibanco Holding S.A., based on a December 31, 2025 balance sheet. The merger will follow a formal protocol and justification and is expressly described as occurring without any increase in the Company’s capital stock.

How will Itaú Unibanco (ITUB) amend its Bylaws if proposals are approved?

Proposals include updating article 3 to reflect the new subscribed and paid-in capital after prior share cancellations and capital increases, and changing item 9.1 of article 9 so the Board of Officers may have from five to sixty members, followed by full Bylaw consolidation.

How can Itaú Unibanco (ITUB) stockholders participate in the 2026 meetings?

Participation will occur via an electronic system using a link and instructions provided after stockholders email required identification or corporate documents by April 24, 2026. They may also vote remotely via forms submitted to the Company, custodians, or Itaú Corretora de Valores S.A.

What documentation do Itaú Unibanco (ITUB) stockholders need for remote access or proxies?

Individuals must send a valid photo ID scan, while legal entities submit notarized organizational documents and proof of management election. Proxies must present identity documents and notarized powers of attorney. Documents issued abroad should be consularized or apostilled with sworn translation when applicable.

Filing Exhibits & Attachments

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