Merger of Banco Itaucard into Itaú Unibanco (NYSE: ITUB) endorsed

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. filed a Form 6-K sharing minutes from its Fiscal Council meeting, which reviewed the proposed merger of Banco Itaucard S.A. into the holding company, using a base date of December 31, 2025.

The Fiscal Council ratified the engagement of PricewaterhouseCoopers to prepare an appraisal report of Itaucard’s book equity, and supported proceeding with the merger without increasing Itaú Unibanco’s capital stock. The Council stated that the documents reflect the company’s financial position and that the transaction and its legal implications legitimately represent shareholders’ interests.

Insights

Banking governance analyst

Fiscal Council backs internal merger of Banco Itaucard into Itaú Unibanco without new capital issuance.

The content describes governance steps for merging Banco Itaucard S.A. into Itaú Unibanco Holding S.A., with a base date of December 31, 2025. The Fiscal Council reviewed key documents and the structure of the transaction.

They ratified appointing PricewaterhouseCoopers to appraise Itaucard’s book equity and endorsed completing the merger with no increase in capital stock. Their unanimous opinion is that the transaction and its legal effects align with shareholders’ interests and comply with applicable legal and statutory rules.

Key Figures

Merger base date: December 31, 2025 Fiscal Council meeting date: February 23, 2026

2 metrics

Merger base date December 31, 2025 Base date for the merger of Banco Itaucard S.A. into Itaú Unibanco

Fiscal Council meeting date February 23, 2026 Date when Itaú Unibanco’s Fiscal Council reviewed the merger

Key Terms

Fiscal Council, Extraordinary General Meeting, Protocol and Justification, Appraisal Report, +1 more

5 terms

Fiscal Council financial

"Summarized Minutes of the Meeting of the Fiscal Council"

Extraordinary General Meeting financial

"proposals to be submitted to the Company’s Extraordinary General Meeting"

Protocol and Justification financial

"To resolve on the “Protocol and Justification” setting forth the terms"

Appraisal Report financial

"preparing the appraisal report on the book equity of Itaucard"

book equity financial

"Appraisal Report on the book equity of Itaucard to be merged"

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 - Summarized Minutes of the Meeting of the Fiscal Council of February 23, 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.

Summarized Minutes of the Meeting of the Fiscal Council DATE AND TIME: On February 23, 2026, at 4:30 p.m. Chair: Gilberto Frussa. QUORUM: The totality of the elected members, with the participation of the Councilors as permitted by item 4.6 of the Internal Charter of the Fiscal Council. RESOLUTIONS UNANIMOUSLY ADOPTED: 1. The members of the Fiscal Council met to review and provide their opinions on the following proposals to be submitted to the Company’s Extraordinary General Meeting: 1.1. To resolve on the “Protocol and Justification” setting forth the terms and conditions for the merger of Banco Itaucard S.A. (“Itaucard”) into the Company, with a base date of December 31, 2025 ( “Transaction”); 1.2. To ratify the appointment and engagement of PricewaterhouseCoopers Auditores Independentes – PwC as the specialized firm responsible for preparing the appraisal report on the book equity of Itaucard to be merged into the Company (“Appraisal Report”); 1.3. To resolve on the Appraisal Report, based on Itaucard’s balance sheet as of December 31, 2025; and 1.4. To resolve on the Transaction, without an increase in the Company’s capital stock. 2. After reviewing and discussing the proposals, the Board members resolved to issue the following opinion: “Having completed their review of the documents pertaining to the proposals to be submitted to the Extraordinary General Meeting, the regular members of the Fiscal Council of ITAÚ UNIBANCO HOLDING S.A. are of the opinion that these documents accurately reflect the Company’s financial position and financial condition,

Summarized Minutes of the Meeting of the Fiscal Council and that the merger of Banco Itaucard S.A. by the Company, as well as its legal implications, legitimately represent the interests of the Company’s shareholders, in compliance with applicable legal and statutory rules and procedures.” Closing: Once the work was completed, these minutes were signed after being drafted, read and approved by all. São Paulo (SP), February 23, 2026. (undersigned) Gilberto Frussa – Chairman of the Fiscal Council; Eduardo Hiroyuki Miyaki and Marcelo Maia Tavares de Araújo – Councilors. Gustavo Lopes Rodrigues Investor Relations Officer

FAQ

What transaction involving Banco Itaucard is described for Itaú Unibanco (ITUB)?

The document describes a proposed merger of Banco Itaucard S.A. into Itaú Unibanco Holding S.A., using a base date of December 31, 2025. Itaú Unibanco’s Fiscal Council reviewed the plan and expressed support for the transaction and its legal implications.

What role did the Fiscal Council play in Itaú Unibanco (ITUB)’s Banco Itaucard merger?

Itaú Unibanco’s Fiscal Council met on February 23, 2026 to review documents for the proposed merger. They evaluated the protocol and justification, appraisal arrangements, and overall structure, then unanimously opined that the transaction reflects the company’s condition and represents shareholders’ interests.

Was Itaú Unibanco (ITUB)’s capital stock increased in the Banco Itaucard merger plan?

The merger proposal specifically states that the transaction will occur without an increase in Itaú Unibanco’s capital stock. This means the combination of Banco Itaucard into the holding company is structured so that existing capital levels are maintained rather than expanded.

Who was appointed to appraise Banco Itaucard’s equity in the Itaú Unibanco (ITUB) merger?

PricewaterhouseCoopers Auditores Independentes (PwC) was ratified as the specialized firm to prepare an appraisal report. The report is based on Banco Itaucard’s balance sheet as of December 31, 2025, focusing on the book equity to be merged into Itaú Unibanco.

What was Itaú Unibanco (ITUB) Fiscal Council’s opinion on the Banco Itaucard merger?

The Fiscal Council concluded that the merger documents accurately reflect Itaú Unibanco’s financial position and condition. They also stated that merging Banco Itaucard and its legal implications legitimately represent shareholders’ interests and comply with applicable legal and statutory requirements.

When did Itaú Unibanco (ITUB)’s Fiscal Council meet to review the Banco Itaucard merger?

The Fiscal Council met on February 23, 2026 at 4:30 p.m. to analyze the merger proposals. All elected members participated, and the minutes record the unanimous resolutions and final opinion supporting the proposed transaction with Banco Itaucard S.A.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 3.2 KB