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., in compliance with Annex F of CVM Resolution No. 80, of March 29, 2022, as amended, inform to the market the following about related-party transactions:
| Name of the Parties |
· Banco Santander (Brasil) S.A. (“Company”) · PagoNxt Payments Brasil Ltda (“PagoNxt”) |
| Description of the Transaction |
On April 8, 2024, the Parties entered into a Agreement that is in full force, for the development of payment projects and services related to payment platforms (“Framework Agreement”).
On March 27, 2025, the Parties entered into the Annex II – PIX Payment Processing to the Framework Agreement with the aim of formalizing the contracting of instant payment scheme processing services, for its retail, business and corporate customers, through PagoNxt's proprietary platform (“Annex II”). |
| Relationship with the issuer | The Parties have as common indirect controller, Banco Santander, S.A. (“Santander Spain”). |
| Purpose of the transaction | The Company's hiring of Pagonxt to provide end-to-end payment processing services through the Payments Hub Platform (owned by Pagonxt), including processing, settlement and monitoring of instant payments. Includes support for mandatory functionalities, respecting the technical and functional requirements demanded by BACEN. Contract valid until 12/31/2027. |
| 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 |
The contracting of services is defined in global and local committees, managed by executives who participate in the technical decision and cost approval. For the agreement between related parties, the criticality and relevance of the scope involved, the magnitude of the operation and the need to guarantee the security of financial information, the lowest operational impact, business continuity, were taken into consideration.
The operation was carried out in compliance with the terms and conditions of the Policy for Transactions with Related Parties of the Company, especially item 5.1. so that it was previously deliberated and approved by the Company's Audit Committee. |
| Main Terms and Conditions | The amount will be charged per payment processing quantity, subject to a minimum annual fee of R$30,000,000.00 for services rendered from January 1, 2025 to December 31, 2025. |
| Absence of withdrawal rights | Non 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 managers 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 commutative 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, April 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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