Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. serves as a notice for an Extraordinary General Meeting (EGM) scheduled for January 15, 2026. The document outlines the agenda for shareholder deliberations regarding the composition of the Board of Directors. The filing date is December 15, 2025.
Key Financial Metrics
The filing text does not provide any financial data, including revenue, profit, cash flow, margins, debt, or liquidity metrics. This document is strictly a corporate governance notice regarding an upcoming shareholder meeting.
Material Changes
No financial material changes are reported. The primary corporate action involves a proposed change to the Board of Directors:
- Board Size: Proposal to fix the number of Board members at 12.
- New Election: Proposal to elect one (1) new Independent Director, Antonio Carlos Quintella.
- Term: The new composition will remain in effect until the investiture of directors elected at the 2027 Ordinary General Meeting.
Guidance, Outlook, and Risks
Management Commentary: The Board highlights Mr. Quintella's extensive experience in the financial sector, including his tenure as Chairman of B3 (2019–2025) and CEO of Credit Suisse Brazil. The filing emphasizes the importance of shareholder participation via in-person attendance, proxy, or remote voting.
Risks and Contingencies:
- Regulatory Approval: The inauguration of the new director is contingent upon approval by the Brazilian Central Bank.
- Voting Deadlines: Remote voting ballots must be submitted by January 12, 2026. Late submissions will be disregarded.
- Quorum: Cumulative voting for Board elections requires a minimum of 5% participation in voting capital.
Investor Verification Checklist
- Verify the January 15, 2026 meeting date and the specific voting deadlines (January 12, 2026) for remote ballots.
- Confirm the Brazilian Central Bank's approval status for the appointment of Antonio Carlos Quintella.
- Review the Board composition to note the proposed increase to 12 members and the specific roles of existing directors.
- Check the Investor Relations website (www.ri.santander.com.br) for the "Manual for Participation in the EGM" and detailed voting instructions.
- Ensure proper documentation (ID, proof of ownership) is prepared for in-person or proxy participation.