Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. covers the month of November 2025. The document serves as a report on the consolidated synthetic remote voting map for an Extraordinary General Meeting (EGM) held on November 28, 2025. The filing details shareholder voting outcomes regarding corporate governance and a specific corporate restructuring transaction.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance report regarding voting results and does not contain financial performance data.
Material Changes and Corporate Actions
The primary material event reported is the shareholder approval of a partial spin-off and subsequent merger involving "Return Capital Gestão de Ativos e Participações S.A." (Return). Key voting outcomes include:
- Appraisal Report Ratification: Shareholders overwhelmingly approved the hiring of PricewaterhouseCoopers to prepare the appraisal report for the net equity transfer from Return to the Company.
- Spin-Off and Merger Approval: Resolutions to approve the Private Instrument of Protocol for the partial spin-off of Return and the subsequent incorporation (merger) of the spun-off portion into Banco Santander (Brasil) S.A. were approved with unanimous voting support (no rejections or abstentions recorded for these specific items).
- Fiscal Council Request: A separate resolution regarding the establishment of a fiscal council received mixed results, with a significant number of abstentions and rejections, indicating no clear mandate for establishment based on the "Approve" vote count alone.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future financial guidance, market outlook, or specific risk factors. The document is strictly limited to the reporting of voting instructions received from the Central Depositary, the Bookkeeper, and directly from shareholders in compliance with CVM Resolution No. 81/22.
Investor Verification Checklist
- Verify the final execution of the partial spin-off and merger of Return Capital Gestão de Ativos e Participações S.A. as approved by shareholders.
- Confirm the final valuation of the net equity of Return transferred to the Company as per the PricewaterhouseCoopers appraisal report.
- Review the official minutes of the Extraordinary General Meeting to confirm the legal effectiveness of the resolutions.
- Check subsequent filings for the impact of this merger on the Company's capital structure and consolidated financial statements.