Itaú Unibanco (NYSE: ITUB) okays 200M-share buyback through 2027

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. approved a new stock buyback program, authorizing the purchase of up to 200,000,000 preferred shares without capital reduction. The program runs from February 5, 2026 to August 4, 2027, with trades executed on stock exchanges at market value through Itaú Corretora de Valores S.A.

The company plans to use the repurchased shares both for delivery to employees and management under compensation and long-term incentive plans, and for share cancellation. As of December 31, 2025, the free float included 5,349,627,055 preferred shares, and treasury stock held 344,662 preferred shares. The authorized amount represents approximately 3.74% of the preferred free float.

The Board terminated ahead of time the prior buyback program that was scheduled to end on February 5, 2026. Available funds for the program on December 31, 2025 totaled R$2,873,374,501.30 in capital reserves and R$57,106,300,244.18 in revenue reserves, and the Board states the buyback is compatible with the company’s financial position and obligations.

Insights

Equity capital allocation analyst

Itaú Unibanco launches a new buyback of up to 200 million preferred shares, equal to about 3.74% of the preferred free float.

The Board ended the previous program early and approved a new one authorizing repurchases of up to 200,000,000 preferred shares, or roughly 3.74% of the 5,349,627,055 preferred shares in free float as of December 31, 2025. Transactions will occur on stock exchanges at market prices through Itaú Corretora de Valores S.A. between February 5, 2026 and August 4, 2027.

The stated purposes are cancelling shares and supplying stock for employee and management compensation, long-term incentive plans, and institutional projects. The company highlights potential effects such as higher dividend per share for remaining holders and increased ownership percentages if shares are cancelled, as well as internal optimization of available funds and changes in capital ratios.

Funds available on December 31, 2025 for these repurchases were R$2,873,374,501.30 in capital reserves and R$57,106,300,244.18 in revenue reserves. The Board states it does not foresee adverse impacts on debt obligations or mandatory dividends, given its liquidity management approach. Actual impact will depend on how much of the 200 million-share limit is used over the program’s life.

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 February, 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 Board of Directors of February 4, 2026 at 4:00pm

.

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: February 4, 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 Board of Directors DATE AND TIME: On February 4, 2026, at 4:00 p.m. CHAIR: Pedro Moreira Salles and Roberto Egydio Setubal – Co-chairmen. QUORUM: The majority of the members elected, with the participation of Board members as permitted by item 6.7.1. of the Bylaws. RESOLUTIONS UNANIMOUSLY ADOPTED: 1. To terminate as of this date, by anticipation, the stock buyback program approved at the Board of Directors’ meeting held on February 5, 2025, which would terminate on February 5, 2026; 2. To approve the new stock buyback program, which will become effective as of this date, authorizing the buyback of up to 200,000,000 preferred shares issued by the Company, without the reduction of capital, in accordance with Article 30, §§ 1 and 2, of the Brazilian Corporate Law (Law No. 6,404/76) and CVM Resolution 77/22; 2.1. to grant the Board of Officers powers to establish the opportunity for the acquisition of shares within this limit; 2.2. to determine that these acquisitions must be carried out on stock exchanges in the period from February 5, 2026, to August 4, 2027, at market value, and intermediated by Itaú Corretora de Valores S.A., headquartered at Av. Brigadeiro Faria Lima, 3500, 3rd floor (part), in the city of São Paulo (State of São Paulo); and 2.3. to register that the information contained in the Attachment G of CVM Resolution No. 80/22 is included in the Attachment I to these minutes. The purposes of the new stock buyback process are to: (i) provide for the delivery of stocks to employees and management members of the Company and its controlled entities within the scope of their compensation models, their long-term incentive plans and their institutional projects; and (ii) cancel stocks issued by the Company. CLOSING: Once the work was completed, Álvaro Felipe Rizzi Rodrigues, secretary to the Board, drafted this minute, which, after being read and approved by all, was signed. São Paulo (SP), February 4, 2026. (undersigned) Pedro Moreira Salles and Roberto Egydio Setubal – Co-Chairmen; Ricardo Villela Marino - Vice-Chairman;

Alfredo Egydio Setubal, Ana Lúcia de Mattos Barretto Villela, Candido Botelho Bracher, Fabrício Bloisi Rocha, João Moreira Salles, Marcos Marinho Lutz, Maria Helena dos Santos Fernandes de Santana, Paulo Antunes Veras e Pedro Luiz Bodin de Moraes – Board Members. GUSTAVO LOPES RODRIGUES Investor Relations Officer

ATTACHMENT I ITAÚ UNIBANCO HOLDING S.A. CNPJ 60.872.504/0001-23 A Publicly-Held Company NIRE 35300010230 ATTACHMENT G TO CVM RESOLUTION No. 80/22 (Trading of Own Shares) 1. Justify in detail the purpose and expected economic effects expected from the transaction: Purpose The purposes of the stock buyback process are to: (i) cancel the shares issued by the Company; and (ii) provide for the delivery of shares to employees and management members of the Company and its controlled companies within the scope of compensation models, long-term incentive plans and institutional projects. Economic Effects The purchase of own shares (PoS) may have the following impacts: • For stockholders: (i) greater return in the form of dividends, since the shares bought back by the Company are withdrawn from the market and the payment of dividends is distributed over a lower number of shares; and (ii) increase in the percentage of interest of the stockholder if these shares are cancelled. • For the Company: (i) optimization in the use of the funds available for investment; and (ii) change in the capital ratio. In the event of the buyback of the total shares within this program, the financial amount spent will have no significant accounting effects on the Company’s results. 2. Inform the number of shares (i) comprising the free float and (ii) already held as treasury stock. Shares comprising the free float, as of December 31, 2025: • 456,130,473 common shares. • 5,349,627,055 preferred shares. Shares held as treasury stock, as of December 31, 2025: • No common shares are held in treasury. • 344,662 preferred shares.

3. Inform the number of shares that may be bought back or sold. Up to 200,000,000 preferred shares may be purchased, with no reduction of capital, equivalent to approximately 3,74% of the 5,349,627,055 preferred shares comprising the free float as of December 31, 2025. 4. Describe the main characteristics of any derivative instruments that the company may use in the future. The Company will use no derivative instruments. 5. Describe any existing agreements or voting instructions between the company and the counterparty to the transactions. Shares will be purchased through transactions on stock exchanges and there are no voting instructions between the Company and the counterparties to the transaction. 6. In the event that transactions are carried out outside the organized securities markets, please inform: (a) the maximum (minimum) price for which the shares will be bought back (sold); and (b) if applicable, the reasons justifying the transaction at prices of more than ten percent (10%) higher, in the case of a buyback, or more than ten percent (10%) lower, in the case of a sale, at the average price, weighted by volume, in the previous ten (10) trading days. Not applicable, since the buyback of shares issued by the Company will be carried out through transactions on stock exchanges at market value. 7. Inform any impacts that trading will have on the stockholding composition or the management structure of the company. There will be no impact on the Company’s management structure as a result of the buyback of shares issued by the Company nor will there be any impact on the stockholding composition, since the Company has a defined controlling stake. 8. Identify any known counterparties and, in the event the counterparty is a party related to the company, as set out in the accounting rules covering this matter, supply the information required by Article 9 of CVM Resolution No. 81 of March 29, 2022. The buyback of shares issued by the Company will be carried out through transactions on stock exchanges, and counterparties are unknown. 9. Indicate the use of the funds accrued, if applicable. Not applicable, since the transactions will be limited to the buyback rather than the sale of shares. 10. Indicate the final deadline for the settlement of authorized transactions. The final deadline for the settlement of approved transactions is August 4, 2027.

11. Identify any institutions that will act as intermediaries. The buybacks will be intermediated by Itaú Corretora de Valores S.A., headquartered at Av. Brigadeiro Faria Lima, 3500, 3º andar (parte), in the city of São Paulo (State of São Paulo). 12. Specify any available funds to be used in accordance with Article 8, § 1, of CVM Resolution No. 77 of March 29, 2022. On December 31, 2025, funds available for the buyback of the shares issued by the Company totaled: R$2,873,374,501.30 in Capital Reserves; and R$57,106,300,244.18 in Revenue Reserves. 13. Specify the reasons why members of the board of directors feel comfortable that the buyback of shares will have no adverse impact on the ability to comply with any obligations assumed with creditors or the payment of mandatory, whether fixed or minimum, dividends. The Board of Directors understands that the settlement of the buyback of own shares is compatible with the Company’s financial position and foresees no impact on the compliance with the obligations assumed, considering that: The Company manages its liquidity reserves based on estimates of the funds that will be available for investment, taking into consideration the business continuity in normal conditions. Therefore, full payment ability is assured in relation to financial commitments assumed. For further details, please see the Note “Cash and Cash Equivalents” in the Company’s Financial Statements on the Investor Relations website (www.itau.com.br/relacoes-com-investidores

FAQ

What did Itaú Unibanco (ITUB) approve in its new share buyback program?

Itaú Unibanco approved a new stock buyback program authorizing repurchases of up to 200,000,000 preferred shares. The program allows acquisitions on stock exchanges at market value and is intended for share cancellation and to supply stock-based compensation and long-term incentive plans.

Over what period will Itaú Unibanco (ITUB) conduct the 200 million-share buyback?

The repurchase program will run from February 5, 2026 to August 4, 2027. During this period, Itaú Unibanco may buy back preferred shares on stock exchanges at market prices, within the approved 200,000,000-share limit and subject to its internal capital and liquidity management.

How large is Itaú Unibanco’s (ITUB) buyback relative to its preferred free float?

The company may repurchase up to 200,000,000 preferred shares, equivalent to approximately 3.74% of the 5,349,627,055 preferred shares in free float as of December 31, 2025. This size provides flexibility for both share cancellation and stock-based compensation uses.

What funds has Itaú Unibanco (ITUB) earmarked for its share repurchase program?

As of December 31, 2025, Itaú Unibanco reported R$2,873,374,501.30 in capital reserves and R$57,106,300,244.18 in revenue reserves available for buying back its own shares. The Board believes using these resources for repurchases remains compatible with fulfilling financial obligations and mandatory dividends.

How might Itaú Unibanco’s (ITUB) buyback affect shareholders and dividends?

The company notes that repurchasing and possibly cancelling shares can increase returns per share because dividends are paid over a smaller share base. It also explains that cancellation may raise each shareholder’s ownership percentage while potentially adjusting Itaú Unibanco’s capital ratios over time.

Who will intermediate Itaú Unibanco’s (ITUB) share repurchases and how will trades occur?

Itaú Corretora de Valores S.A. will intermediate the buybacks. All acquisitions will occur on stock exchanges at market prices, with no use of derivative instruments and no prearranged voting or trading agreements with counterparties, which are expected to be anonymous market participants.