Itaú Unibanco (NYSE: ITUB) raises R$3.3B in Tier 2 subordinated bills

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. has issued Tier 2 Subordinated Financial Bills totaling R$3.3 billion to professional investors. These securities are long-dated bank capital instruments designed to strengthen loss-absorbing capacity.

The Financial Bills mature in 2036 and include a repurchase option from 2031, which depends on prior authorization from the Central Bank of Brazil. Under Central Bank Resolutions 122 and 5.007, the issue will count as Tier 2 Capital and is expected to add 22% basis points to the bank’s Tier 2 capital ratio, calculated on the capital base as of December 31, 2025.

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: Tier 2 Subordinated Financial Bills

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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 Tier 2 Subordinated Financial Bills Itaú Unibanco Holding S.A. (“Company”) announces to the market that it has issued Tier 2 Subordinated Financial Bills (“Financial Bills”) in the total amount of R$3.3 billion, in negotiations with professional investors. The Financial Bills have maturity in 2036, with repurchase option from 2031 subject to prior authorization from the Central Bank of Brazil. In accordance with Resolutions No. 122 and No. 5.007 of the Central Bank of Brazil, the Financial Bills will compose the Tier 2 Capital of the Company’s Referential Equity with an estimated impact of 22 basis points1 on its Tier 2 capital ratio. São Paulo (SP), March 26, 2026. Gustavo Lopes Rodrigues Investor Relations Officer 1 Calculated on the capital base of December 31, 2025.

FAQ

What did Itaú Unibanco (ITUB) announce in its March 2026 6-K?

Itaú Unibanco announced the issuance of Tier 2 Subordinated Financial Bills totaling R$3.3 billion. These instruments qualify as Tier 2 regulatory capital and are aimed at reinforcing the bank’s capital structure under Brazilian Central Bank rules.

How large is Itaú Unibanco’s new Tier 2 subordinated issuance?

The new Tier 2 Subordinated Financial Bills total R$3.3 billion. The issuance is directed to professional investors and is structured to qualify as Tier 2 capital, modestly enhancing Itaú Unibanco’s regulatory capital ratios under local banking regulations.

What are the maturity and call features of Itaú Unibanco’s Tier 2 Financial Bills?

The Tier 2 Financial Bills mature in 2036 and include a repurchase option starting in 2031. Exercising this call feature depends on prior authorization from the Central Bank of Brazil, which oversees regulatory capital instruments.

How will the new Tier 2 issuance affect Itaú Unibanco’s capital ratios?

The issuance is expected to increase Itaú Unibanco’s Tier 2 capital ratio by an estimated 22 basis points. This impact is calculated on the bank’s capital base as of December 31, 2025, under Central Bank Resolutions 122 and 5.007.

Who can invest in Itaú Unibanco’s new Tier 2 Financial Bills?

The Tier 2 Subordinated Financial Bills were issued in negotiations with professional investors. This typically means institutional or qualified market participants, consistent with how banks usually place subordinated regulatory capital instruments in Brazil.

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