Itau Unibanco SEC Filings

Itaú Unibanco Holding S.A. reported that its Board of Directors unanimously approved the financial statements for the year ended December 31, 2025, after favorable reviews by the Audit Committee, Supervisory Council and Independent Auditors. The Board also confirmed payment of previously declared interest on capital on March 06, 2026, at a gross amount of R$0.369750 per share and a net amount of R$0.3142875 per share, based on shareholders of record as of December 9, 2025.

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.

Itaú Unibanco Holding S.A. is confirming the payment of interest on capital to its shareholders. The company will pay a gross amount of BRL 0.369750 per share, corresponding to a net amount of BRL 0.3142875 per share, on March 6, 2026.

This payment is based on the shareholder position as of December 9, 2025, with the shares trading ex-rights from December 10, 2025. The credit to specific accounts related to this distribution was made on December 19, 2025, and further details are available through the company’s investor relations channels.

Itaú Unibanco Holding S.A. filed a Form 6-K to inform investors that it has released its projections for the year 2026, prepared in line with the “Projections” section of its Reference Form. Management indicates it is using a cost of equity of around 15% per year for business management purposes.

The 2026 guidance uses the 2025 adjusted income statement as a starting point, with adjustment details available in the Management Discussion & Analysis (page 28) and the fourth quarter 2025 earnings presentation (page 16). A detailed 2025 Adjusted Income Statement spreadsheet can be downloaded from the company’s investor relations website.

The company emphasizes that its business outlook, projections, and operational and financial goals are forecasts based on current management expectations and may differ from actual results due to market conditions, economic performance, sector dynamics, and international market developments.

Itaú Unibanco Holding S.A. filed a Form 6-K outlining the Internal Charter of its Board of Directors. The Charter defines a Board of at least ten and at most fourteen members, including a Chairman or two Co-chairmen and up to three Vice-Chairmen, all elected by the General Stockholders’ Meeting.

The document formalizes key committees reporting to the Board, such as the Audit, Capital and Risk Management, People, Appointments and Corporate Governance, Strategy, Compensation, Related Parties, Environmental, Social and Climate Responsibility, and Customer Experience Committees. It sets eight ordinary Board meetings per year and requires Directors to attend at least seventy-five percent of meetings.

The Charter details responsibilities for strategy setting, management oversight, succession planning, and evaluation of the Board, its Chairman/Co-chairmen, Committees, and individual Directors on an annual basis. It also establishes rules on confidentiality, conflicts of interest, limits on external board positions, and procedures for related-party transactions and amendments to the Charter.

Itaú Unibanco Holding S.A. is updating the gross value of its monthly Interest on Capital for fiscal year 2026 after a tax change in Brazil. Supplementary Law No. 224/2025, effective as of January 1, 2026, increased the withholding income tax rate on Interest on Capital from 15% to 17.5%.

To keep the net amount unchanged at BRL 0.015 per share for all 2026 monthly payments, the gross amount is now BRL 0.018182 per share, except for corporate shareholders that are exempt or immune from taxation under law. The company also confirms that the previously disclosed monthly payment schedule for 2026, covering base periods from January to December 2026 and payments through January 4, 2027, remains the same for both common (ITUB3) and preferred (ITUB4) shares.

Itaú Unibanco Holding S.A. updated its stockholder remuneration policy, detailing how it pays dividends, interest on capital (IoC), and may use share repurchases with cancellation to return cash to investors. The policy reaffirms that shareholders are entitled to mandatory annual dividends of at least 25% of net income, calculated under Brazilian corporate law and the company’s bylaws.

The Board of Directors sets distribution levels considering capitalization rules from the Central Bank of Brazil, a minimum CET1 ratio of 12%, profitability, growth plans, buybacks, and tax changes. Since 1980 the bank has made monthly and supplemental payments, and currently pays a net BRL 0.015 per share each month as an advance on annual distributions.

The policy also specifies that preferred shares receive a minimum annual priority dividend of BRL 0.022 per share, and outlines how income is allocated to legal reserves (5% of net income up to 20% of capital), mandatory dividends, and additional profit reserves to support financial soundness and long‑term sustainability. It was approved by the Board of Directors on January 26, 2026.

Itaú Unibanco Holding S.A. filed a Form 6-K presenting its updated global policy for trading its securities and those of key controlled and controlling companies. The policy defines who is subject to the rules, the types of securities covered, and detailed blackout periods around earnings and other periodic disclosures for 2026.

Bound persons include controlling shareholders, directors, officers, certain employees, close family members and entities they influence. The policy restricts trading before material information is disclosed and during at least 15‑day blackout windows prior to quarterly and annual results, with a specific 2026 calendar for Itaú Unibanco, Itaúsa, Banco Itaú Chile, Investimentos Bemge and Dibens Leasing. It also describes exceptions, the use of preapproved individual trading plans, obligations to maintain confidentiality and use group brokerages, disclosure duties when significant shareholding thresholds are crossed, and internal procedures for adherence and sanctions for violations.