6-K - Itaú Unibanco Holding S.A. | StockGist

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Itaú Unibanco Holding S.A. has called its Annual and Extraordinary General Stockholders' Meetings for April 28, 2026, to vote on the 2025 financial statements, profit allocation, board elections, executive compensation, and the merger of Banco Itaucard S.A.

Key Takeaways

1The company reported a 2025 net profit of R$45.66 billion and proposes allocating R$33.70 billion to dividends and interest on capital, representing 73% of adjusted net profit.

2Stockholders will vote on electing 13 members to the Board of Directors and 6 members to the Fiscal Council, with proposed total compensation of R$938 million for management.

3An extraordinary meeting will approve the merger of wholly-owned subsidiary Banco Itaucard S.A. into the company to streamline corporate structure, with an equity value of R$51.86 million.

4The company proposes amending its bylaws to reflect capital changes from share cancellations and a bonus issuance, increasing authorized capital to R$136.91 billion.

5Meetings will be held digitally on April 28, 2026, with remote voting available and documentation deadlines set for April 24, 2026.

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

Results of Operations

Fiscal Year 2025

Metric	Value	Basis	Prior Period
Net Profit	$45.66B
Net Income per Share	$4.12

Capital Return

Dividend/Share

2.9553855

Executive & Director Changes

Pedro Moreira Salles

Co-Chairman of Board of Directors

Re-election proposed

Effective: 2026-04-28

Roberto Egydio Setubal

Co-Chairman of Board of Directors

Re-election proposed

Effective: 2026-04-28

Ricardo Villela Marino

Vice-Chairman of Board of Directors

Re-election proposed

Effective: 2026-04-28

Alfredo Egydio Setubal

Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Ana Lúcia de Mattos Barretto Villela

Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Candido Botelho Bracher

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Cesar Nivaldo Gon

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Fabricio Bloisi Rocha

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

João Moreira Salles

Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Marcos Marinho Lutz

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Maria Helena dos Santos Fernandes de Santana

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Paulo Antunes Veras

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Pedro Luiz Bodin de Moraes

Independent Member of Board of Directors

Re-election proposed

Effective: 2026-04-28

Cláudio José Coutinho Arromatte

Effective Member of Fiscal Council

Election proposed

Effective: 2026-04-28

Eduardo Hiroyuki Miyaki

Effective Member of Fiscal Council

Re-election proposed

Effective: 2026-04-28

João Costa

Alternate Member of Fiscal Council

Re-election proposed

Effective: 2026-04-28

Leni Bernadete Torres da Silva Sansiviero

Alternate Member of Fiscal Council

Re-election proposed

Effective: 2026-04-28

Marcelo Maia Tavares de Araújo

Effective Member of Fiscal Council

Election proposed

Effective: 2026-04-28

Nominated by Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, holder of preferred shares

Haroldo do Rosario Vieira

Alternate Member of Fiscal Council

Election proposed

Effective: 2026-04-28

Nominated by Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, holder of preferred shares

Transaction Details

Acquisition / Disposition

Target: Banco Itaucard S.A.
Consideration: Merger without capital increase
Structure: Merger of wholly-owned subsidiary

•Base date: December 31, 2025
•Subject to approval by Central Bank of Brazil
•To be effective on last day of month regulatory approval is obtained

Exhibits (2)

6-K

99.1

EX-99.1