Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. ("Santander Brasil") covers the period ending September 21, 2026. The filing serves as a Material Fact disclosure regarding the ongoing voluntary exchange public offer initiated by its parent company, Banco Santander, S.A. ("Offeror"). The document details regulatory filings made in Brazil and the United States to facilitate the exchange of Santander Brasil securities for Banco Santander securities.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios for the reporting period. This document is strictly a procedural update regarding a corporate transaction and does not contain a financial results summary.
Material Changes and Transaction Progress
The primary material change disclosed is the advancement of the Exchange Offers (Brazilian and U.S.) announced previously on July 30, 2026. On September 21, 2026, Banco Santander executed the following actions:
- Filed a request to register as a foreign issuer with the Brazilian Securities and Exchange Commission (CVM).
- Filed a request to register its Brazilian Depositary Receipts (BDRs) Program with the CVM.
- Submitted an admission request for Banco Santander's BDRs to trade on B3 S.A. – Brasil, Bolsa, Balcão.
- Filed the registration of the Brazilian Exchange Offer with the CVM and B3.
- Filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC); this form has not yet been declared effective.
Additionally, the Company received an appraisal report for the Brazilian Exchange Offer prepared by UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A., which was made available to the public via the CVM and B3 IPE Systems and the Company's website.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance or management commentary on operational outlook. It includes extensive forward-looking statements and risk disclosures related to the proposed transaction and general business operations.
Transaction Risks
- Uncertainty regarding statutory relief under U.S. securities laws.
- Risk that conditions for the commencement or consummation of the transaction are not satisfied.
- Potential lack of support from Santander Brasil shareholders for the exchange terms.
- Delays in regulatory or shareholder approvals.
- Potential disruption to business operations and retention of key personnel.
- Dilution from the issuance of additional Banco Santander shares.
General Operational Risks
- Economic downturns, inflation, and geopolitical conflicts (e.g., Ukraine, Middle East).
- Operational risks including cyberattacks and data breaches.
- Market risks involving interest rates, foreign exchange, and equity prices.
- Regulatory changes regarding capital and liquidity requirements.
- Climate-related regulations and environmental targets.
Investor Verification Checklist
- Verify the status of the Form F-4 registration statement with the SEC to confirm when it becomes effective.
- Review the definitive Offer to Exchange and Tender Offer Notice once published for final terms and conditions.
- Examine the Appraisal Report prepared by UBS BB Corretora de Câmbio for valuation details of the exchange.
- Monitor regulatory approvals from the CVM and B3 regarding the admission of Banco Santander BDRs to trading.
- Check for updates on shareholder tendering rates and support for the proposed transaction.