SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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BANCO SANTANDER (BRASIL) S.A.
Publicly-held Company with Authorized Capital
CNPJ/MF No. 90.400.888/0001-42
NIRE 35.300.332.067
NOTICE TO THE MARKET ON RELATED PARTY TRANSACTION
Banco Santander (Brasil) S.A., hereby informs the market, in compliance with Annex F of CVM Resolution No. 80, of March 29, 2022, as amended, the following about related-party transactions:
| Name of the Parties |
· Banco Santander (Brasil) S.A. (“Santander”) · Santander Global Cards & Digital Solutions Brasil S.A. (“Global Cards”) |
| Description of the Transaction | On July 25, 2025, the Parties entered into a Service Provision and/or Project Execution Agreement, through which Global Cards will provide services and/or execute projects related to the issuance and processing of cards, as well as provide technological infrastructure, including software, hardware and related services for Santander's card and payment method platform. |
| Relationship with the issuer |
The Parties' common controlling shareholder is Banco Santander, S.A. ("Santander Spain").
Santander is directly controlled by Santander Spain.
Global Cards is a company controlled by Santander Global Cards & Digital Solutions, S.L., which in turn is controlled by Santander Spain. |
| Purpose of the transaction | The objective of the transaction is to provide core Card Processing services through the PLARD Technology Platform, which is hosted in the cloud and offers greater advantages compared to the current mainframe-based hosting method. The use of the PLARD Technology Platform is part of the Santander Group's global strategy, as part of its implementation of the global service platform model. |
| Description of the negotiation process informing (i) who was responsible for deciding on the contract, (ii) whether the decision was taken by the competent administration body; and (iii) the administrators who participated in the decision |
Service contracting is determined by global and local committees within the Santander Group, managed by executives who participate in technical decision-making and cost approval. The contracting process between related parties took into account the criticality and relevance of the scope involved, the magnitude of the transaction, and the need to ensure the security of financial information, minimize operational impact, and ensure business continuity.
The transaction was conducted in compliance with the terms and conditions of Santander Brasil's Related Party Transactions Policy, particularly item 5.1., and was previously deliberated upon and approved by the Company's Audit Committee. |
| Main Terms and Conditions |
The estimated contract value for fiscal year 2025 is approximately R$106,000,000.00 (one hundred and six million reais), based on the processing volume on the platform between January and December.
Compensation is determined by the volume of cards, transactions, and customers processed by the platform, and may vary according to demand.
The agreement is effective through December 2029. |
| Absence of withdrawal rights | Not applicable. |
| Participation of the related party, its partners or administrators in the decision-making process and negotiation of the transaction | Santander Spain, its partners or directors did not participate in the decision or negotiation of the transaction with the Parties. |
| Reasons why the issuer´s management considers that the transaction was carried out on an arm’s length basis or sets forth adequate compensation | The transaction observed arm’s length conditions, on a strictly commercial basis, duly validated according to parameters and methodologies practiced by the market and parameterized in previous transactions of the same nature. |
São Paulo, August 04, 2025.
Gustavo Alejo Viviani
Investors Relations Officer
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Reginaldo Antonio Ribeiro
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Reginaldo Antonio Ribeiro Officer without specific designation |
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By: |
/S/ Gustavo Alejo Viviani
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Gustavo Alejo Viviani Vice - President Executive Officer |
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