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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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public Company of Authorized Capital
Corporate Taxpayer ID (CNPJ/MF) nº 90.400.888/0001-42
Company Registration (NIRE) 35.300.332.067
MATERIAL FACT
BANCO SANTANDER (BRASIL) S.A. (“Company”) informs that, the Company’s Board of Directors approved, in sequence
of the buyback program that expired on August 06th, 2025, a new buyback program of Units and ADRs issued by Banco Santander,
directly or through its branch in Cayman, to be held in treasury or subsequently sold.
The Buyback Program will cover the purchase of up to 37,463,477 Units, representing 37,463,477 common shares and 37,463,477 preferred shares, or ADRs, corresponding, on June 30th, 2025, to approximately 1% of the Company´s total capital stock. On June 30th, 2025, the Company held 13,780,772 common shares and 13,780,772 preferred shares in treasury.
The buyback has the purpose (1) to maximize the value creation to shareholders by means of efficient capital structure management; and (2) to enable the payment of officers, directors, management level employees and other employees of the Company and companies under its control, pursuant to the Long Term Incentive Plans.
The Units must be purchased in B3, at market price, through Santander Corretora de Câmbio e Valores Mobiliários S.A.
The ADRs must be purchased in the New York Stock Exchange (NYSE), at market price, through Santander Investment Securities Inc., U.S.
The term of the Buyback Program is eighteen (18) months counted from September 26th, 2025, expiring on March 26th, 2027.
São Paulo, September 25, 2025.
Gustavo Alejo Viviani
Investor Relations Officer
Banco Santander (Brasil) S.A. | ||
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 |