SEC Form 6-K filed by Banco Santander Brasil SA

·        Banco Santander (Brasil) S.A. (“Company”)

·        Banco Santander, S.A. (“Santander Espanha”)

On January 1, 2023, the Parties entered into a Master Services Agreement, pursuant to which Santander Spain provides certain services to the Company.

On March 10, 2026, the Parties entered into the “Intercompany Advance Payment Agreement Linked to the Master Services Lease Agreement executed between Banco Santander S.A. and Banco Santander (Brasil) S.A. on January 1, 2023” (“Agreement”), for the purpose of enabling the advance payment of amounts related to services already contracted and/or to be contracted, to be performed in the 2026 fiscal year, under the Agreement.

Under the terms of the Agreement, the transaction consists of the provision, by Santander Spain, of intra-group services of a strategic, technical, and operational nature, with the objective of enabling the alignment of strategic decisions, the coordination of operations, and the standardization of governance processes and practices within the Santander Group.

The services encompass, in an integrated manner:

(i) the development, implementation, and updating of global methodologies, frameworks, and processes, including those related to risk management, strategic planning, and resource allocation, in accordance with international norms and standards;

(ii) the monitoring, control, and review of the quality of processes executed by the Company, including activities aimed at maintaining external certifications and adherence to global standards;

(iii) support for risk management, internal controls, compliance, and cybersecurity, including policy definition, testing, training, awareness campaigns, and implementation of governance and information security structures;

(iv) support for relations with regulators and supervisors, including analysis of regulatory requirements, definition of action plans, and coordination of local implementation;

(v) the development, implementation, and evolution of tools, technological solutions, and initiatives related to data management, analytics, artificial intelligence, and digital transformation;

(vi) support for the definition and execution of the operations strategy, including efficiency initiatives, process standardization, supplier management, global negotiation, and sharing of best practices among the Group's units;

(vii) the development of initiatives related to products and businesses, including cards, payment methods, marketing, and digital solutions, leveraging global platforms and synergies;

(viii) support for people management, including initiatives for attracting, developing, and retaining talent, as well as defining compensation and incentive policies;

(ix) support for capital management, including regulatory analysis, resource optimization, and sharing of best practices among the units; and

(x) the sharing of assets, solutions, licenses, and services contracted globally, including the cost allocation and recharge of related costs.

The contracting of these services aims to ensure consistency of practices and standards among the Group's units, mitigate operational and regulatory risks, capture synergies and economies of scale, as well as increase operational efficiency and the quality of services provided by the Company.

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 the Company’s Related Party Transactions Policy, particularly item 5.1..

Although officers of Santander Group entities participated in the internal evaluation and approval processes of the transaction, the negotiation and execution of the contractual instruments were conducted independently and based on objective arm’s length criteria.

No shareholder or director of the related party interfered in a manner that could compromise the impartiality of the negotiation, and the final decisions regarding the engagement were made based on economic criteria, operational efficiency factors, and applicable regulatory compliance requirements.

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