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Itaú Unibanco Holding S.A. held its Annual General Stockholders’ Meeting on April 28, 2026, conducted exclusively online. Shareholders examined the management accounts and financial statements for the year ended December 31, 2025 and voted on profit allocation and governance matters.
All key items received overwhelmingly favorable support, with several resolutions showing around 99.9%–100% of votes cast in favor based on more than 5.18 billion voting shares. The meeting set the Board of Directors at thirteen members, elected the chairman, vice-chairman and other directors, confirmed the independence of designated members and elected the Fiscal Council.
Shareholders approved total compensation for the Board of Officers and Board of Directors of R$938,000,000.00, and set monthly fees of R$22,000.00 for effective Fiscal Council members and R$9,000.00 for alternates. Proposals for separate elections to the board gathered limited support, with most shares abstaining.
Itaú Unibanco Holding S.A. reported results of an Extraordinary General Stockholders’ Meeting that approved the merger of its wholly owned subsidiary Banco Itaucard S.A. into the holding company. Itaucard’s shareholders’ equity was appraised at R$ 51,856,273.27 as of December 31, 2025, to be absorbed at book value.
The merger will dissolve Itaucard and transfer all of its assets, rights, obligations and contingencies to Itaú Unibanco Holding on a universal basis, with no capital increase and no issuance of new shares. The transaction is subject to prior approval by the Central Bank of Brazil and will become effective on the last day of the month in which that approval is obtained.
Stockholders also approved amendments to the bylaws to record the updated share capital structure and to expand the Board of Officers to between 5 and 60 members. Attendance represented 92.28% of common shares, and all agenda items were approved by an overwhelming majority.
Itaú Unibanco Holding S.A. reports the final detailed voting map from its Extraordinary General Stockholders’ Meeting held online on April 28, 2026. Shareholders voted on a series of corporate reorganization and governance items.
The meeting approved the “Protocol and Justification” for the merger of Banco Itaucard S.A. into the Company, based on an Appraisal Report using Banco Itaucard’s balance sheet as of December 31, 2025, and ratified the engagement of PricewaterhouseCoopers Auditores Independentes Ltda. – PwC as the specialized appraisal firm. The merger was approved with no increase in the Company’s capital stock and management was authorized to carry out all acts needed to implement these resolutions.
Shareholders also approved amendments to the Bylaws, including updating Article 3 to reflect the new composition of subscribed and paid-in capital and changing item 9.1 of Article 9 so the Board of Officers may now have between five and sixty members, followed by a consolidated Bylaws text.
Itaú Unibanco Holding S.A. filed a Form 6-K furnishing updated corporate bylaws covering its capital structure, share classes and governance. Subscribed and paid-in capital is R$136,909,898,070.00, represented by 11,026,869,192 book-entry shares, split between 5,617,742,977 common shares and 5,409,126,215 preferred shares with no par value.
The bylaws set authorized capital at up to 13,176,900,000 shares and permit the Board of Directors to approve capital increases within this limit and to carry out share buybacks. Preferred shares receive a priority minimum annual dividend of R$0.022 per share and tag-along rights at 80% of the control price, and may gain voting rights if priority dividends are unpaid for three consecutive years.
The document details a Board of Directors with 10 to 14 members, age limits for directors and officers, and permanent Audit and Compensation Committees with defined independence and term rules. Shareholders are entitled to a mandatory dividend of at least 25% of adjusted annual profit and the company may maintain a statutory revenue reserve up to 100% of capital. These bylaws were approved at an Extraordinary Stockholders’ Meeting on April 28, 2026, pending approval by the Central Bank of Brazil.
Itau Unibanco Holding S.A. ownership disclosure by BlackRock, Inc. reports beneficial ownership of 453,026,569 preferred shares, representing 8.4% of the class. The filing states BlackRock has sole voting power over 432,748,247 shares and sole dispositive power over 453,026,569 shares. The filing is an amendment to a Schedule 13G/A and reflects aggregated holdings across certain BlackRock business units.
Itaú Unibanco Holding S.A. filed a Form 6-K describing the disclosure of a consolidated summarized remote voting map for its Annual General Stockholders’ Meeting. The company states this disclosure is made in accordance with CVM Resolution Nº 81/22 and covers voting instructions received through multiple channels.
The voting map relates to matters submitted for resolution at the Annual General Stockholders’ Meeting to be held exclusively online on April 28, 2026 at 11:00 a.m. São Paulo time. The filing is signed by Investor Relations Officer Gustavo Lopes Rodrigues.
Itau Unibanco Holding S.A. Chief People and MKT Officer Sergio Guillinet Fajerman reported an open-market sale of 39,477 preferred shares (ITUB4) on April 17, 2026, at a weighted average price of $9.53 per share, with individual sale prices ranging from $9.53 to $9.54.
After this transaction, he directly holds 1,205,642 preferred shares. The reported dollar prices reflect conversion from Brazilian reais using an April 17, 2026 exchange rate of R$4.9695 per US$1.00 as indicated in the filing.
Itau Unibanco Holding S.A. Chief People and MKT Officer Sergio Guillinet Fajerman completed an open-market sale of 20,000 preferred shares (ITUB4) on April 15, 2026 at $9.45 per share. After this transaction, he directly holds 1,245,119 preferred shares. The share price was originally denominated in Brazilian reais and translated into U.S. dollars using the April 15, 2026 selling rate of R$4.9928 per US$1.00 as reported by the Central Bank of Brazil.
Itau Unibanco Holding S.A. executive Sergio Guillinet Fajerman, Chief People and MKT Officer, completed an open-market sale of 50,000 preferred shares (ITUB4). The shares were sold at a price of $9.38 per share, translated from Brazilian reais using an exchange rate of R$4.9806 per US$1.00 as of April 14, 2026. After this transaction, he continues to hold 1,265,119 preferred shares directly, indicating he retains a substantial equity position in the company.