Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. reports on the Extraordinary General Meeting held on November 28, 2025. The filing documents shareholder resolutions regarding a corporate restructuring involving Return Capital Gestão de Ativos e Participações S.A. ("Return").
Key Financial Metrics
The filing text does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Corporate Actions
Shareholders representing 92.02% of the voting capital approved the following material actions:
- Appraisal Report Approval: Ratified the engagement of PricewaterhouseCoopers to prepare an appraisal report on the net equity of Return to be transferred to the Company.
- Partial Spin-Off: Approved the Private Instrument of Protocol and Justification for the partial spin-off of Return, transferring a specific portion of its net equity to Banco Santander (Brasil) S.A.
- Merger: Approved the incorporation (merger) of the spun-off portion of Return into the Company under Article 227 of Law No. 6,404/76.
- Capital Structure: The merger will not result in a capital increase or the issuance of new shares by the Company.
Voting Results and Management Commentary
The resolutions were passed with overwhelming support. The voting breakdown for the key merger resolution was as follows:
- Favorable Votes: 6,874,955,052 (comprising 3,520,788,379 common shares and 3,354,166,673 preferred shares).
- Opposing Votes: 16,192 (8,096 common and 8,096 preferred).
- Abstentions: 25,390 (12,695 common and 12,695 preferred).
Management authorized all necessary acts to implement these resolutions. No specific risks, contingencies, or unusual items were detailed in this specific filing text beyond the standard procedural disclosures.
Investor Verification Checklist
- Verify the final valuation of the net equity of Return Capital Gestão de Ativos e Participações S.A. as determined by PricewaterhouseCoopers.
- Confirm the exact date of effectiveness for the merger and the partial spin-off.
- Review the impact of this transaction on the Company's consolidated balance sheet and regulatory capital ratios.
- Check for any subsequent filings detailing the specific assets and liabilities transferred from Return to the Company.