Itaú Unibanco (NYSE: ITUB) discloses R$50M ICTi services

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. filed a Form 6-K describing a related-party services arrangement with Instituto Itaú de Ciência, Tecnologia e Inovação (ICTi), a private association founded by Itaú Unibanco entities. ICTi conducts research, innovation and technology development projects for Itaú Unibanco under a master agreement signed on July 19, 2023.

On February 27, 2026, the cumulative amount invoiced for these services exceeded R$50 million, triggering disclosure requirements under CVM Resolution No. 80/22. The company states that project prices are based on the costs of involved professionals and project complexity, and that the engagement followed its Transactions with Related Parties Policy, including approval by a Related Parties Committee composed entirely of independent board members.

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 - Related-Party Transaction

.

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 09, 2026.

Itaú Unibanco Holding S.A.

By: /s/ Gustavo Lopes Rodrigues

Name: Gustavo Lopes Rodrigues

Title: Investor Relations Officer.

Announcement to the Market Related-Party Transaction Itaú Unibanco Holding S.A. (the “Company”), in compliance with the provisions in Annex F to CVM Resolution No. 80/22, announces to its stockholders and the market in general the following related-party transaction: Parties: Itaú Unibanco S.A. and Instituto Itaú de Ciência, Tecnologia e Inovação (Itaú Institute of Science, Technology and Innovation - “ICTi”). Relationship with the Company: ICTi is a private association whose founding members are Itaú Unibanco Holding S.A. and Itaú Unibanco S.A. (together, “Itaú Unibanco”). Subject matter and main terms and conditions of the transaction: The purpose of ICTi is to encourage the research, innovation and development of new technologies, services and procedures and it provides services to Itaú Unibanco through a master agreement entered into on July 19, 2023 whose scope is the conduction of studies, research and projects, the development of prototyping, solutions and tests, the creation of new technologies, software development and innovation consulting. On February 27, 2026, the amount invoiced for the provision of services exceeded the amount of R$50 millions, therefore, being entitled to the communication provided for in 1, I, (a) and article 2-A, of Annex F of CVM Resolution No. 80/22, in continuity with the communications previously disclosed on February 17 and September 8, 2025. Detailed justification of the reasons why the Company’s management considers that the transaction was carried out under commutative conditions or provides for proper compensation: The service provided by ICTi is formalized through a Service Request and the price is based on the costs of the professionals involved. Therefore, the projects are priced in accordance with their complexity, technological needs, dedicated personnel, schedule and work hours. The engagement process followed the rules provided for in the Company’s Transactions with Related Parties Policy, including the approval of the Related Parties Committee, which is entirely composed of the Company’s independent board members. Any participation of the counterparty, its partners or management members in the Company’s decision-making process with respect to the transaction or negotiation of the transaction as representatives of the Company, describing this participation: Not applicable.

Announcement to the Market São Paulo (SP), March 09, 2026. Gustavo Lopes Rodrigues Investor Relations Officer

FAQ

What related-party transaction did Itaú Unibanco (ITUB) disclose in this 6-K?

Itaú Unibanco disclosed a related-party services arrangement with Instituto Itaú de Ciência, Tecnologia e Inovação (ICTi). ICTi provides research, innovation and technology development services under a master agreement, with cumulative invoicing surpassing R$50 million as of February 27, 2026.

Who is Instituto Itaú de Ciência, Tecnologia e Inovação (ICTi) in relation to Itaú Unibanco (ITUB)?

ICTi is a private association whose founding members are Itaú Unibanco Holding S.A. and Itaú Unibanco S.A. It focuses on research, innovation and new technologies, providing studies, prototyping, software development and innovation consulting services to Itaú Unibanco under a master agreement.

Why did Itaú Unibanco (ITUB) have to disclose the ICTi transaction after R$50 million?

Disclosure was triggered because the amount invoiced for ICTi’s services exceeded R$50 million on February 27, 2026. This threshold requires communication under Annex F of CVM Resolution No. 80/22, continuing prior related-party disclosures made on February 17 and September 8, 2025.

How are ICTi’s services to Itaú Unibanco (ITUB) priced and structured?

ICTi’s services are formalized through individual Service Requests, with prices based on the costs of professionals involved. Projects are priced according to complexity, technological needs, dedicated personnel, schedule and work hours defined under the July 19, 2023 master agreement.

What governance measures did Itaú Unibanco (ITUB) apply to this related-party transaction?

The transaction followed Itaú Unibanco’s Transactions with Related Parties Policy, including review and approval by its Related Parties Committee. This committee is composed entirely of independent board members, and no participation of the counterparty in the company’s decision-making process was reported.

Did any ICTi representatives influence Itaú Unibanco’s (ITUB) decision on this transaction?

The disclosure states that there was no participation of the counterparty, its partners or management members in Itaú Unibanco’s decision-making process. It reports this aspect as not applicable, emphasizing that internal governance bodies handled the approval.

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