Banco Santander (Brasil) Discloses Regulatory Filings for Voluntary Exchange Offers

Overview

On September 21, 2026, Banco Santander (Brasil) S.A. ("Santander Brasil") published a Material Fact filed pursuant to Rule 425 under the Securities Act of 1933. The announcement provides updates regarding the previously disclosed voluntary exchange public offer in Brazil and exchange offer in the United States initiated by Banco Santander, S.A. ("Offeror").

Key Disclosures

Banco Santander has carried out the following regulatory submissions:

1. Foreign Issuer Registration: Requested registration as a foreign issuer (Category A publicly-held company) with the Brazilian Securities and Exchange Commission (CVM).
2. BDR Program: Filed registration for Banco Santander's Brazilian Depositary Receipts (BDR) Program with the CVM.
3. B3 Trading Admission: Submitted an admission request for trading BDRs on B3 S.A. – Brasil, Bolsa, Balcão.
4. Brazilian Exchange Offer: Requested registration of the Brazilian Exchange Offer with both the CVM and B3.
5. U.S. SEC Registration: Filed a Registration Statement on Form F-4 with the SEC containing the preliminary prospectus and offer to exchange (not yet declared effective).

Valuation and Independent Appraisal

Santander Brasil confirmed receipt of the independent appraisal report for both Santander Brasil and Banco Santander prepared by UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A. The report has been made available via CVM's and B3's IPE systems and on the company's investor relations website pursuant to CVM Resolution No. 215.

Impact Analysis

This Form 425 filing does not represent insider trading activity or open-market share accumulation, but rather a regulatory milestone toward executing the proposed share exchange transaction between parent Banco Santander and subsidiary Santander Brasil.