Business Context and Reporting Period
This Form 6-K filing by Banco Bradesco S.A. (Bradesco) reports a material fact regarding a capital increase and dividend policy adjustment. The filing date is July 29, 2026, with the Board of Directors meeting held on the same date. The company is a foreign private issuer based in Brazil.
Key Financial Metrics and Capital Structure
- Capital Increase: Approved up to BRL 10 billion via private subscription, with a minimum threshold of BRL 8 billion required for partial approval.
- Capital Stock: Increasing from BRL 93.77 billion to BRL 103.77 billion.
- Share Issuance: Up to 302,876,396 new common shares (ON) and 301,976,357 new preferred shares (PN).
- Issue Price: R$ 15.43 per ON share and R$ 17.64 per PN share (reflecting a 6% discount to market prices as of July 28, 2026).
- Dividend Payment (JCP): Total of BRL 6.5 billion in Interest on Shareholders' Equity (JCP) declared on March 25 and June 23, 2026, advanced for payment on September 15, 2026.
- Capital Ratio Impact: Expected to increase the Common Equity Ratio by approximately 0.9 percentage points, adding to a pro forma ratio of 12.7% (as of May 6, 2026).
Material Changes and Strategic Actions
The primary material change is the authorization of a significant capital raise to fund strategic investments in technology, commercial efficiency, and sustainable finance. Controlling shareholders have committed to subscribing for up to BRL 8 billion. Additionally, the company has altered its cash flow timing by advancing the payment of BRL 6.5 billion in JCP to September 15, 2026, specifically to allow shareholders to use these funds to pay for the new shares.
Outlook, Risks, and Management Commentary
- Management Outlook: Management views the capital increase as essential for maintaining an accelerated transformation plan and strengthening the company's competitive position.
- Dilution Risk: Shareholders who do not exercise preemptive rights face a maximum dilution of 3.40% in their equity interest.
- Preemptive Rights: Existing shareholders have the right to subscribe to new shares at a ratio of approximately 5.72% of their current holdings between August 6 and September 4, 2026.
- Contingencies: The capital increase is subject to Central Bank of Brazil (BACEN) approval. If the minimum BRL 8 billion is not subscribed, the increase may not proceed or may be adjusted.
Investor Verification Checklist
- Verify the final subscription amount to confirm if the full BRL 10 billion or a partial amount (minimum BRL 8 billion) is raised.
- Confirm the approval of the capital increase by the Central Bank of Brazil (BACEN) for the new shares to be credited and traded.
- Monitor the trading of subscription rights on B3 from August 6 to September 1, 2026, if intending to sell rights rather than subscribe.
- Check for updates on the allocation of unsubscribed shares and whether an auction will be conducted.
- Review the final Common Equity Ratio post-implementation to validate the projected 0.9 percentage point increase.