Itau Unibanco Holding S.a.BMFBOVESPA: ITUB3

Reference Form - 2025 (V4)

· Issued by Itau Unibanco Holding S.a.


Itau Unibanco Holding 1S.A.

REFERENCE FORM

Base Date: 12.31.2025

(in accordance with Attachment C to CVM Resolution No 80 of March 29, 2022 "CVM Resolution No 80")

Identification

ltaú Unibanco Holding S.A., a corporation enrolled under the National Register of Legal Entities/Ministry of Finance (CNPJ/MF) under No. 60.872.504/0001-23, with its Articles of lncorporation registered with the Trade Board of the State of São Paulo under NlRE No. 35.3.0001023-0, and registered as a publicly-held company with the Brazilian Securities and Exchange Commission ("CVM") under No. 19348 ("Bank" or "lssuer").

Head Office

The lssuer's head office is located at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, Parque Jabaquara, in the City and State of São Paulo, Brazil, Zip Code 04344-902.

Investor Relations Office

The lnvestor Relations department is located at Praça Alfredo Egydio de Souza Aranha, 100, Torre Conceição, 12º andar, Parque Jabaquara, in the City and State of São Paulo, Brazil, Zip Code 04344-902. The Group Head of lnvestor Relations is Mr. Gustavo Lopes Rodrigues. The lnvestor Relations Department's telephone number is +5511 2794-3547, fax number is +55 11 5019-8717, and email is ri@itau-unibanco.com.br.

lndependent Auditors Firm

PricewaterhouseCoopers Auditores Independentes Ltda. for the years ended 12/31/2025, 12/31/2024 and 12/31/2023.

Bookkeeping Agent

Itaú Corretora de Valores S.A.

Stockholders Service

The lssuer's stockholders' service is carried out at the branches of ltaú Unibanco S.A., the head office of which is located at Praça Alfredo Egydio de Souza Aranha, 100, Torre Walther Moreira Salles, Parque Jabaquara, in the City and State of São Paulo, Brazil, Zip Code 04344-902.

Newspapers from which the Company discloses lnformation

O Estado de São Paulo newspaper.

Website

The information contained on the Company's website is not an integral part of this Reference Form.

https://www.itau.com.br/relacoes-com-investidores/en/

Last update of this Reference Form

10/2/2026

Historical resubmission

Version

Reasons for resubmission

Date of update

V2

Updated items: 7.3, 7.4 and 7.8

6/10/2026

V3

Updated items: 3.1, 3.2 and 7.3

8/4/2026

V4

Updated items 1.9, 1.12, 6.4, 6.5, 7.4 and 12.9

10/2/2026

INDEX

ITEM 1. ACTIVITIES OF THE ISSUER........................................................................................... 5

ITEM 2. EXECUTIVE OFFICERS' COMMENTS............................................................................ 84

ITEM 3. GUIDANCE........................................................................................................................ 121

ITEM 4. RISK FACTORS................................................................................................................ 129

ITEM 5. RISK MANAGEMENT AND INTERNAL CONTROL POLICY ........................................... 181

ITEM 6. STOCKHOLDING POSITION............................................................................................ 209

ITEM 7. GENERAL STOCKHOLDERS' MEETINGS AND MANAGEMENT .................................. 225

ITEM 8. MANAGEMENT COMPENSATION................................................................................... 368

ITEM 9. AUDITORS........................................................................................................................ 411

ITEM 10. HUMAN RESOURCES................................................................................................... 415

ITEM 11. TRANSACTIONS WITH RELATED PARTIES................................................................. 425

ITEM 12. CAPITAL STOCK AND SECURITIES 476

ITEM 13. IDENTIFICATION OF PERSONS RESPONSIBLE FOR THE CONTENTS OF THE FORM..............................................................................................................................................

490

REPORT OF INDEPENDENT AUDITORS ON REFERENCE FORM (CVM RESOLUTION 80)... 492

  1. Activities of the issuer
    1. Briefly describe the activities carried out by the issuer Overview

Our company name is Itaú Unibanco Holding S.A. We were incorporated on September 9, 1943. We are organized as a publicly-held company for an indeterminate period of time under Brazil's laws.

We are headquartered at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, Piso Itaú Unibanco, CEP 04344-902, São Paulo, SP, Brazil, and our telephone number is

+55-11-2794-3547. Our Corporate Taxpayer's Registry (CNPJ/MF) nº 60.872.504/0001-23 is registered at the Board of Trade of the State of São Paulo under Corporate Register (NIRE) nº 35300010230. As set forth in Article 2 of our Bylaws, our corporate purpose is (i) the banking activity in all its authorized forms, including foreign exchange transactions; (ii) the issuance and management of credit cards, and the implementation of client loyalty programs by virtue of relationships with the Company; (iii) the implementation and management of payment arrangements; (iv) the implementation of client loyalty programs by virtue of relationships with other companies; (v) the development of partnerships to promote products and/or services by providing a marketplace on digital platforms, marketing materials and outlets; and (vi) all other activities required and/or complementary to achieve its purposes.

Our history goes way back to 1924, when the banking division of Casa Moreira Salles started operating in the State of Minas Gerais. It would later become União dos Bancos Brasileiros, widely known as Unibanco.

Two decades later, in 1943 Itaú was founded by Alfredo Egydio de Souza Aranha and originally named Banco Central de Crédito S.A. with its first branch in the city of São Paulo. In their first decades of operation, mergers led to the set-up of Banco Itaú América and the resulting consolidation of the Itaú brand. Since 1973, we have been operating under the name Banco Itaú S.A., currently Itaú Unibanco.

Over the years, we have grown, changed our names at times, gone through mergers and acquisitions, experienced Brazil's economic miracle, hyperinflation, the rise of the middle class and some global crises. We have witnessed Brazil's progress and countless histories of employees and clients who have helped us advance and boosted our growth.

In 2008, we entered into the largest merger ever in Brazil's history. The highlight of this event is mainly due to the sensitive moment we were living in 2008, when the world underwent a severe financial crisis in the international market.

The Itaú Unibanco partnership has meant the joining of complementary mindsets, of two banks with major breakthroughs in the use of technology and leaders in Brazil's financial sector, sharing common histories. This merger has given rise to the largest private financial conglomerate of the Southern hemisphere.

In 2023 we celebrated fifteen years of the Itaú Unibanco merger, adding a new chapter in our history, which has enabled us to become the largest private bank in Latin America.

Since the set-up of the Itaú Unibanco Group, we have carried out the following partnerships, mergers and acquisitions:

  • 2009: Association with Porto Seguro to distribute auto and residential insurance products.

  • 2012-2013: Acquisition of control of Redecard, followed by its delisting and change of corporate name to Rede; acquisition of Credicard.

  • 2014-2015: Sale of the large-risk insurance portfolio to Chubb; acquisition of an equity interest in ConectCar and Recovery, the latter an asset recovery company.

  • 2016: Merger of Itaú Chile with CorpBanca, resulting in Itaú CorpBanca (currently Itaú Chile), which became the fourth-largest bank in Chile at the time; acquisition of Itaú BMG Consignado.

  • 2017: Acquisition of Citibank's retail operations in Brazil; sale of the group life insurance portfolio to Prudential.

  • 2018-2024: Acquisition of a relevant stake in XP Investimentos, later transferred to XP Inc., followed by gradual divestments in subsequent years, culminating in a full exit from XP Inc.'s share capital in 2024.

  • 2020: As part of the acceleration of its digital transformation, acquisition of Zup, a technology services company; acquisition and subsequent increase of stake in Pravaler S.A., a student financing company; acquisition of an interest in fintech Quanto; sale of part of the credit card portfolio acquired from Citi to Safra.

  • 2021: Acquisition of brokerage firm Verbank Securities (Paraguay), currently named Itaú Invest Casa de Bolsa S.A.; acquisition of Seguradora Providencia S.A. de Seguros (Paraguay), currently named Itaú Seguros Paraguay S.A.

  • 2022-2023: Acquisition of control of Avenue Holding Cayman, with provision for a gradual increase in stake, and in 2026 Itaú reached a 50.1% ownership interest in Avenue. Five years after the closing date of the first stage, Itaú may acquire the remaining interest in Avenue; increase in shareholding in Itaú CorpBanca; acquisition of control of Ideal Corretora de Títulos e Valores Mobiliários S.A., with the possibility of a future increase in stake; formation of a joint venture with TOTVS S.A., named TOTVS Techfin S.A., in which Itaú holds 50% of the company's total voting share capital.

  • 2023: Sale of the interest in Banco Itaú Argentina and its operating subsidiaries to Banco Macro, for an approximate amount of BRL 253 million.

  • 2024: Acquisition of 44% of Resonet S.A. (Uruguay), bringing Itaú's total ownership in the company to 100%; acquisition of 80% of the share capital of Avita Corretora de Seguros S.A.

  • 2025: Acquisition of 100% of the share capital of Red Visual S.A. (Uruguay).

Finally, we aim to move forward with a steady pathway, based on the commitment to promoting social transformation. Our history is marked by our valuing of culture, education, sport and urban mobility through programs sponsored by Fundação Itaú, Instituto Unibanco, and others. This commitment was especially evident from 2020 onwards, when, in the face of the COVID-19 pandemic - the biggest health crisis in recent history - Itaú created the Todos pela Saúde (All for Health) program, supported by the largest philanthropic donation ever made by a private sector entity in Brazil, with lasting impacts on strengthening the public health system.

We believe that, as a bank, we should encourage people to grow and companies to move forward. The responsibility we have taken for the development of Brazil is at the core of our activities and is a hallmark of our whole history.

  1. Briefly describe the main activities carried out by the issuer and its controlled companies

    We have as our purpose (i) the banking activity in all its authorized forms, including foreign exchange transactions; (ii) the issuance and management of credit cards, and the implementation of client loyalty programs by virtue of relationships with the Company; (iii) the implementation and management of payment arrangements; (iv) the implementation of client loyalty programs by virtue of relationships with other companies; (v) the development of partnerships to promote products and/or services by providing a marketplace on digital platforms, marketing materials and outlets; and (vi) all other activities required and/or complementary to achieve its purposes.

    We hold equity interests in the capital of national and international financial institutions that, in turn, were incorporated for the purpose of developing all authorized types of banking activities. Additionally, we also hold equity interests in companies that carry out insurance and capital market-related activities.

  2. With respect to each operating segment disclosed in the latest financial statements for year-end or, where applicable, in the consolidated financial statements, please indicate the following information:
    1. marketed products and services

      Business Overview Operations Overview

      We provide a diverse range of banking and non-banking financial services and products to a diverse client base that includes individuals and corporate clients in three business segments: (i) Retail Business, (ii) Wholesale Business, and (iii) Activities with the Market and Corporation.

      The Retail Business segment consists of products and services offered to both account holders and non-account holders, including: personal loans, mortgage loans, payroll loans, credit cards, acquiring services, vehicle financings, investments, insurance and pension plans and premium bond products, among others. Current account holders are segmented into: (i) Retail; (ii) Uniclass;

      (iii) Personnalité; and (iv) Very Small and Small Companies.

      The Wholesale Business comprises: i) the activities of Itaú BBA, the unit responsible for commercial operations with large companies and for investment banking services; ii) the activities of our units abroad; iii) the products and services offered to high-net-worth clients (Private Banking), in addition to middle market companies and institutional clients.

      The Activities with the Market and Corporations Business includes: (i) results of the capital surplus, excess subordinated debt and the net balance of tax assets and liabilities; (ii) financial margin with the market; (iii) costs of treasury operations; and (iv) equity pickup from companies not linked to our Retail or Wholesale businesses.

      The following table sets forth the breakdown of our net operating revenue for each of our business segments:

      For the year ended December 31,

      2025

      2024

      2023

      ( In millions of R$)

      Retail Business

      112,204

      101,057

      96,595

      Wholesale Business

      62,620

      58,014

      54,631

      Activities with the Market and Corporations

      9,569

      9,887

      5,572

      Moreover, we carry out a wide range of operations outside of Brazil with units strategically located in the Americas and Europe. Our international presence generates synergies in foreign trade finance, placement of Eurobonds and offering of more sophisticated financial transactions to our clients.

      Retail Business

      The Retail Business division represents a cornerstone of our business, providing a specialized service framework to clients across Brazil, . We boast a comprehensive and varied array of products and services designed to meet our clients' diverse needs, encompassing personal loans, mortgage loans, payroll loans, credit cards, acquiring services, vehicle financing, investment, insurance, pension plans and premium bond products and a suite of additional banking products and services.

      This division has been a significant contributor to our annual revenue, representing 61% of our credit portfolio in 2025, 60% in 2024, and 62% in 2023.

      The Retail Business is divided into two business units: (i) one that encompasses a suite of services tailored for individual clients, and (ii) another that specializes in meeting the diverse needs of small and medium enterprises. Both offer various banking products and services that match the needs of each of our clients.

      Retail Business for Individual Clients

      Based on the customer profile, we have strategically divided our Retail Business for Individual Clients, into three segments, so we can better understand our clients and help them with their financial needs. Those segments are: Retail, which serves mass clients, Uniclass, for mass-affluent customers, and Personnalité, our segment for affluent customers.

      Itaú Retail Business and Itaú Uniclass (banking services and products for mass clients and mass-affluent clients)

      The Itaú Retail Business segment serves individuals with a monthly income of up to R$7,000 and the Itaú Uniclass segment is focused on clients with a monthly income between R$7,000 and R$15,000.

      The Itaú Retail Business segment offers complete portfolio of financial products and services, with accessible solutions to meet clients' daily financial needs.

      The main services include checking account, credit and debit cards, personal loans, vehicle financing and mortgages, payroll loans, consortium, insurance, premium bonds, in addition to investments that are compatible with the investor profile. Clients also have access to Itaú Shop, which allows them to purchase goods with exclusive advantages, and through different service channels, such as the Itaú app and brick and mortar branches.

      Itaú Uniclass clients are provided with a set of specialized services, including investment and insurance advisory services, access to customized credit solutions, and benefit from the Minhas Vantagens (My Advantages) relationship program and from the expertise of dedicated relationship managers certified by ANBIMA. Additionally, Itaú Uniclass provides a "digital branch" platform, where relationship managers provide remote services through several communication channels (telephone, email, SMS, videoconference, chat and WhatsApp) from 9:00 a.m. to 6:00 p.m. on business days, at no additional cost.

      Our focus is to improve the customer experience and keep the value proposition of our business updated according to our client's needs. We believe that, to sustain this competitive edge, we have to foster our "Phygital" approach, which means the ability to serve our clients using their preferred channel, and our "Omnichannel" approach, which translates into a higher integration level among our channels, enabling us to offer better services and products to our clients.

      Our clients already recognized these improvements, as evidenced by our satisfaction rates, Net Promoter Score ("NPS"). Itaú Uniclass achieved 76 NPS points on December 31, 2025, when compared to 74 points in 2024.

      Itaú Personnalité: Premier Banking Services for Affluent Clients

      Itaú Personnalité is dedicated to serving clients with a monthly income above R$15,000 or investments exceeding R$250,000. These clients benefit from a wide range of exclusive and personalized services.

      Our clients receive dedicated attention from highly trained relationship managers, who hold market-recognized certifications. With support from 246 branches across all Brazilian capitals and major cities, as well as digital branches for remote service, we offer a comprehensive portfolio that includes investment, insurance, foreign exchange, and credit advisory services.

      We have undertaken initiatives to reposition our high-income segment as part of our digital transformation strategy. These initiatives include updates to our client engagement program (Minhas Vantagens), the launch of "The One" credit card, the opening of Investment Centers, enhancements to our digital investment and banking platforms, a partnership with Avenue to provide access to international accounts, and the expansion of travel-related benefits. These efforts have contributed to accelerated results growth and improved client satisfaction.

      Market Share - Retail Business

      According to the Central Bank, our market share of individuals loans as of December 31, 2025 was 10.7%, and we are ranked the largest privately-owned bank in this segment in Brazil. Also, according to the Central Bank and publicly available information, our main competitors are Caixa Econômica Federal, Banco do Brasil, Banco Bradesco and Banco Santander (Brasil).

      Itaú Empresas (Small and Medium Enterprises)

      Itaú Empresas serves small and medium-sized enterprises in Brazil with annual revenues of up to R$50 million. This market comprises approximately nine million companies, with financial needs that vary by company size, industry, and stage of business maturity.

      We operate in this market serving over 1.6 million customers.

      Itaú Empresas has shown a combination of growth and profitability. We have achieved double-digit growth in our key indicators (credit portfolio, revenue, and profit) over the past six years and we have been market leaders for the past four years.

      We offer service models tailored to different client profiles - from fully digital journeys like Itaú Emps to specialized formats that blend human interaction with data-driven advice. Our strategy is to move toward a more digital, personalized, and scalable model powered by AI, improving efficiency and enhancing the SMEs client experience.

      Products and Services

      Our main products and services in the Retail Business segment are: (i) credit cards; (ii) personal loans; (iii) payroll loans; (iv) mortgages; (v) acquiring business; (vi) private pension plans; (vii) vehicle financing; (viii) insurance; (ix) premium bonds; (x) consórcios products; and (xi) microcredit.

      Credit Cards

      We are the leader in the Brazilian credit card segment with a market share in terms of purchase volume of 24% in the fourth quarter of 2025, according to ABECS. Revenues from our credit card operations are mostly generated through the interest rate we charge on revolving and financing transactions and also interchange fees and other service fees.

      The relationship with our clients is carried out through our proprietary segments and partnerships with major retailers, tech companies and airlines established in Brazil. Our credit card operations are divided into three main business segmentations: Account Holders, Non-Account Holders and Retail Partnerships. We offer a range of credit and debit cards to account and non-account holders. Our purpose is to provide the best experience to our customers and customer satisfaction is one of our top priorities.

      We expanded our portfolio with the launch of additional products and enhancements to existing features. These included improvements to the limit transfer functionality, allowing clients to transfer limits between cards and other products, and the launch of a collateral-backed credit limit increase model, under which credit limits may be increased upon the allocation of eligible investments.

      Account Holder Credit Cards

      The account holders segment of our credit card operations (which relates to cardholders who have checking accounts at Itaú) was the focus of our portfolio growth. We grew 16% in terms of the transaction volume in 2025 when compared to 2024.

      Non-Account Holder Credit Cards

      In the Non-Account Holder segment, we advanced our strategy to increase the share of higher-income and lower-risk clients in our credit card portfolio. Within this portfolio, the airline co-branded card recorded a 25% increase in purchase volume in 2025 compared to 2024. For higher-income clients - holders of Platinum, Black and Infinite cards - purchase volume grew 29% over the same period.

      Retail Partnerships Credit Cards

      We maintain partnerships with major national retail companies such as Magazine Luiza, Ponto Frio, Pão de Açúcar, and Assaí. In connection with these partnerships, we entered into agreements to acquire the remaining equity interests held by GPA, Assaí and Grupo Casas Bahia in FIC and Banco Investcred S.A. For more information, see "Item 4A. History and Development of the Company-Our Material Acquisitions-FIC and Investcred."

      In our partnership with Magazine Luiza, we focused on increasing the participation of lower-risk clients in our credit card portfolio. For new clients, the average spending increased 39% when compared to 2024 while the payment default decreased by 40 basis points in the same period. Although the partnership has shown improvements in portfolio credit quality and client activity levels, portfolio growth has been lower than in the Account Holder segment, consistent with our strategy of prioritizing clients who maintain their primary banking relationship with us.

      Total Credit Card market share

      According to the Central Bank, we are the leaders in terms of credit card balance in Brazil (which include balances from transactions paid in full, installment plans and revolving credit), with a 21.4% market share in the fourth quarter of 2025, a decrease of 1.9% compared to December 31, 2024. Our traditional competitors in the credit card segment are Banco Bradesco, Banco Santander (Brasil), Banco do Brasil and Caixa Econômica Federal. However, in recent years, a growing number of digital competitors have intensified competition in this market, most notably Nubank, Mercado Pago and Banco Inter.

      Personal Loans

      Personal loan is a product that mainly consists of overdraft and installment payment plans. The overdraft is a credit line that is available for checking account clients for unexpected expenses and for a short period. According to regulations, the maximum interest rate is 8% per month, and we notify the customer each time the limit is reached. The installment payment plan is a flexible credit line that caters to various customers with any type of financial need, with payment terms of up to 72 months. Additionally, there is a credit modality available with the customer's investments as collateral, providing lower interest rates. Both products can be contracted at physical and digital branches and through the Itaú App (mobile).

      As of December 31, 2025, we achieved a market share of 10.4% of personal loans in Brazil, according to the Central Bank. It is a decrease of 0.8% compared to December 31, 2024.

      Payroll Loans

      In Brazil, payroll loans are a specific type of loan entered into by employees who receive wages from private and public companies or pensioners benefiting from the Brazilian social security system, as borrowers, and banks, as lenders.

      Such loans require fixed monthly installments to be deducted directly from the borrower's payroll or pension, as the case may be, for the repayment of the amount owed to the lender.

      There is also a category of loan based on the FGTS. Since 2020, workers can annually withdraw a portion of funds deposited in this account (as opposed to only under special circumstances, such as unemployment), creating a market for the early withdrawal of the funds. We turned the early withdrawal into a new type of loan, which has nearly zero default rates, advancing employees' receivables and contributing to the diversification of our payroll loan portfolio.

      On March 12, 2025, the Brazilian Government issued Provisional Measure No. 1,292, which proposes significant changes to the payroll loan market, which aims to expand payroll lending. The main changes include (i) the creation of a public online platform for digitalizing the payroll loan contracting process, which became operational on March 21, 2025; (ii) the obligation of private employers to provide information on payroll, deductions, and terminations to the platform, as well as to manage the withholding of loan installments from employees' salaries; and (iii) the right of employees to transfer their payroll loans between banks, subject to a lower interest rate than the original one.

      We mainly offer payroll loans in Brazil through two sales channels: (i) our branch network and digital channels, which focus on account holders, and (ii) the network of acquisition partners, which focuses on non-account holders. This strategy enables us to expand our business activities with historically lower credit risk and achieve a competitive position in the offer, distribution, and sale of payroll loans in Brazil. Moreover, it improves the risk profile of our loan portfolio for individual borrowers.

      According to the Central Bank, as of December 31, 2025, our market share in terms of payroll loans represented 10.2%, the fourth largest company in this segment in Brazil. Our main competitors in this business are Banco do Brasil, Caixa Econômica Federal, Banco Bradesco and Banco Santander (Brasil).

      Mortgage Loans

      Real estate financing products, such as mortgage loans, allow us to create long-lasting relationships with our clients. As of December 31, 2025, we had R$141,580 million in outstanding mortgage to individuals. We have been the market leaders among Brazilian private banks in mortgage loans to individuals in terms of the total value of our portfolio for the past four years. We offer mortgage products through the following sales channels: (i) our branch network and digital channels, (ii) construction and real estate companies, which are authorized to offer our products,

      (iii) mortgage agencies, and (iv) strategic partnerships with specialized mortgage companies such as CrediPronto, Loft, Quinto Andar and others. Our real estate financing services are tailored to our clients' needs, and we also provide a specialized mortgage financing advisor to support them during the process. We believe that our process, which may also be carried out online, is expeditious and efficient. We are able to respond to our clients in less than one hour for mortgages up to R$3.0 million. Moreover, our mortgage simulator is included in the websites of partner real

      estate development companies and real estate agencies, placing our brand closer to clients when they are looking to acquire a property. In 2025, we entered into 70,600 mortgage agreements with individuals, in an aggregate amount of R$32.7 billion during the year. Also in 2025, our mortgage portfolio had an average loan-to-value, or LTV, which is calculated as the loan balance amount divided by the real property appraised value, of 39.3%, compared to 42.4% in 2024. With respect to commercial loans, which are debt-based funding arrangements between a business and a financial institution such as us, we financed 106 new real estate units during 2025 in an aggregate amount of R$10.1. billion.

      According to the Brazilian Association of Real Estate Financing Providers (Associação Brasileira das Entidades de Crédito Imobiliário e Poupança) ("ABECIP"), from January 1 to December 31, 2025, we were the second largest Brazilian bank in terms of amount of new loans to individuals, representing a 26.3% market share. Our main competitors in this segment are Caixa Econômica Federal, Banco Bradesco, Banco Santander (Brasil), and Banco do Brasil.

      Acquiring Business

      We, through our subsidiary Redecard Instituição de Pagamento S.A. ("Redecard"), also act in the merchant acquiring business. We are one of the leading companies in the electronic payment solutions industry in Brazil. Redecard's activities include merchant acquiring, capturing, transmission, processing and settlement of credit and debit card transactions, prepayment of receivables to merchants (resulting from credit card transactions), rental of point-of-sale terminals, e-commerce solutions, e-wallet and check verification through points of sale terminals. Revenue from our merchant acquirer operations mostly consists of merchant discount rates charged to merchants based on the value of the transactions processed and costs related to these activities, such as equipment maintenance and processing handling, among others.

      In 2025, we processed credit and debit card transactions in the aggregate amount of R$1,025.4 billion, representing an increase of 11.7% compared to 2024. Credit card transactions reached R$

      727.7 billion, representing a year-over-year growth of 16.4%, while debit card transactions totaled R$ 297.6 billion, a 1.8% increase over the previous year. We are one of the leading companies in the Brazilian market in volume of credit and debit cards transacted.

      According to ABECS, in the twelve-month period ended December 31, 2025, we were the largest player in the merchant acquisition business in Brazil in terms of total credit and debit card transactions volume generated by the acquiring services, representing a market share of 22.7%. Our traditional competitors in this business are Cielo and GetNet. In recent years, changes in legislation made by the Central Bank combined with the growing number of fintechs, contributed to an increase in competition in the segment. Among these players, we highlight PagSeguro and Stone.

      Private Pension Plans

      We offer private pension plans to our clients for wealth and inheritance planning purposes. These plans are also beneficial to our clients for income tax purposes as these products are tax-deferred. We provide our clients with a solution to ensure the maintenance of their quality of life through long-term investments, as a supplement to government general social security system plans. Revenue from our private pension plans operations is mostly generated by management fees.

      Product innovation has been important for the sustainable growth of our private sector pension operations. For instance, we offer specialized advice and develop customized solutions to our corporate clients and establish long-term partnerships with them, as well as a close relationship

      with their human resources departments. We also adopt an internal communication strategy focused on our employee's financial education.

      According to FENAPREVI, contributions to our private pension plans (considering portability) reached R$30.6 billion in 2025, a decrease of R$3.5 billion, compared to 2024.

      Still according to FENAPREVI, as of December 2025, our balance of provisions represented 19.9% of the market share for private pension plans, positioning us as the third largest pension provider in Brazil.

      Considering individual plans, our market share reached 19.4%, positioning us as the second largest private bank in terms of balance of provisions.

      Our main competitors in private pension plan products are Banco BTG Pactual, XP, Banco Bradesco and Banco do Brasil.

      Vehicle Financing

      We offer our customers who are individuals and car dealers' different products through sales channels in vehicle financing. Revenue from our vehicle financing operations is mostly generated by interest rates from consumer credit arrangements.

      We provide 100% digital vehicle financing through Credline, which is a tool that retailers use to submit proposals to Itaú Unibanco, protected by facial biometric assessment and electronic signatures, which enables customers to easily submit paperwork for vehicle financing and to pay interest on financing agreements in less than one minute in almost 75% of the cases.

      The Credline tool allows both our individual and corporate account holders to finance their vehicles in both our physical and digital branches through a simple and fast process that does not require any physical documentation or bureaucracy.

      In 2025, our end-to-end digital process in the Itaú super App continued to increase its relevance, becoming more representative than Itaú physical branches at the end of the year. Our vehicle financing platform ended the year more modernized, with emphasis on the implementation of new credit, pricing and fraud prevention engines.

      As of December 31, 2025, our individual and corporate vehicle financing portfolio (without taking into account vehicles financed by FINAME, a BNDES program) totaled R$51.8 billion, a 4.7% decrease as compared to December 31, 2024. In 2025, our new individual and corporate vehicle financing operations reached R$28.4 billion, a 16.0% decrease, compared to 2024. The average vehicle financing term in 2025 was 45 months.

      According to the Central Bank, as of December 31, 2025, we were the fourth largest Brazilian bank in vehicle financing to individuals, representing a market share of 9.1%. Our main bank competitors in this business are Banco Santander (Brasil), Banco BV and Banco Bradesco, besides manufacturer-owned banks (such as Volkswagen, Stellantis, GM, Honda and Toyota).

      Insurance

      We provide a wide range of insurance products, including life and personal accident insurance, property insurance, credit life insurance and travel insurance through our subsidiaries Itaú Seguros S.A., Itaú Vida e Previdência S.A., and Itaú Corretora de Seguros S.A.. In addition, our subsidiary Itauseg Saúde S.A. offered a health insurance plan which is no longer available to our customers. We also have a 30.7% stake in Porto Seguro S.A, one of the largest insurance companies in Brazil. Revenue from our insurance operations is mostly generated by premiums paid by

      customers, commissions received for distributing insurance from partner insurers and financial income.

      Our insurance products are offered in synergy with the Retail Business and the Wholesale Business segments. These products have important characteristics such as a low combined ratio, low volatility in results and less use of capital, making them strategic and increasingly relevant in the diversification of our revenues.

      We have been improving our insurance products in terms of coverage and assistance. As a result, we sell our insurance products through our own physical and digital distribution channels, and we also act as insurance brokers and provide third-party insurance policies to our clients through a platform where customers have the possibility to contract the insurance that best suits them, either from Itaú Unibanco or from a partner insurance company. Sales of insurance products by value increased by 7.5% in 2025 compared to 2024.

      According to SUSEP, which is the Brazilian insurance regulator, taking into account our 30.7% equity interest in Porto Seguro S.A., in 2025, we were the fourth largest insurance provider in Brazil in terms of premium amounts received, representing a market share of 8.5%, excluding VGBL (an insurance structured as a pension plan). Considering only our recurring insurance activities, our market share reached 11.1% in 2025. Our main competitors are controlled by or have partnerships with large commercial banks, such as Banco Bradesco, Banco Santander (Brasil) and Banco do Brasil which, like us, take advantage of their branch network access clients. Despite the high concentration of Brazilian banks in the insurance market, the growing number of insurtechs (startup companies focused on insurance) has facilitated customer access to insurance companies, making this market even more competitive.

      Premium Bonds (títulos de capitalização, or capitalization plans)

      Premium bonds, or capitalization plans, are products that generally require a client to make a one-time deposit or monthly fixed deposits that will be returned at the end of a designated term, with accrued interest. Ownership of premium bonds automatically qualifies a customer to participate in periodic drawings, each time with the opportunity to win a significant cash prize. Revenue from our premium bonds operations is mostly generated by customer deposits less provisions made, and financial income.

      Through our subsidiary Cia. Itaú de Capitalização S.A., we currently market our premium bonds products portfolio through our branch network, digital channels, and ATMs. Customer deposits increased by 7.8% in 2025 when compared to 2024.

      According to SUSEP, as of December 31, 2025, we were the fourth largest provider of premium bonds in Brazil in terms of revenue from sale of these products, representing a market share of 11.1%. Our main competitors in premium bonds are controlled by or have partnerships with large commercial banks, such as Banco Bradesco, Banco do Brasil and Banco Santander (Brasil) which, like us, take advantage of their branch network to gain access to the retail market.

      Consórcio Products

      Consórcio is a collaborative finance product, where a group of individuals and/or legal entities participate in a group, formed with the purpose of allowing the members of the group to, on equal terms, acquire certain assets, such as vehicles, properties, or services through self-financing.

      Payments made by group members are applied to a common fund, used by one or more consórcio members at a time, to acquire the assets elected by the members when the product was contracted.

      Participants receive the assets during the term of the contract through random drawing and bid offers. There are three different types of bids that may be combined: (i) bid offer to be funded with the individual's or the entity's own resources; (ii) bid offer to be partially funded with a letter of credit; and (iii) bid offer to be funded with FGTS funds (only for real estate consórcio groups).

      Revenue from consórcio operations is primarily generated through management fees, which remain fixed for each consórcio share. These fees cover the resource management, financial health oversight of the groups, administration of bid offers and credit allocation for the acquisition of vehicles, properties, or services. As administrators, Itaú Administradora and Itaú Unibanco Veículos Administradora de Consorcio ensure that all participants within a consórcio group will have the right to acquire the selected assets before the group concludes.

      As the resources used by a participant in the acquisition of assets are their own, the management of a consórcio, carried out by Itaú Administradora, does not generate a risk of default or regulatory capital requirements for us.

      For the year ended December 31, 2025, we reached a total of R$37 billions of sales during the year, focusing on journey improvements, communication, new features for sales, business-to-business-to-consumer onboarding and new product launch (Reduced Installment).

      According to the Central Bank, in 2025, we had a market share of 7.4% in total consórcios services fees. Taking only banks into account, we are the third largest provider of consórcios products in Brazil, in terms of fees collected. Our main competitors in the Brazilian consórcios market from the banking sector are Bradesco Consórcios and BB Consórcios. Within the non-bank segment, our main competitors are Ademicon and Embracon.

      Microcredit

      Our microcredit operations are conducted under the National Program for Productive and Oriented Microcredit ("Programa Nacional de Microcrédito Produtivo Orientado ", or, PNMPO), a Brazilian government program designed to support and finance productive activities carried out by micro-entrepreneurs. Under this program, we provide credit to entrepreneurs with annual revenues of up to R$360 thousand. Our microcredit activities are primarily concentrated in the Northeast region of Brazil.

      In 2025, our microcredit portfolio amounted to R$1.5 billion, reaching more than 324.4 thousand active clients and 380.3 thousand outstanding contracts. Women represented 64.4% of our microcredit client base at the same period.

      Wholesale Business

      Our Wholesale Business segment offers a wide range of products and services to middle-market, agribusiness, infrastructure, utilities, and large corporates, with annual revenues equal to or greater than R$50 million through (i) investment banking (Itaú BBA), (ii) asset management (mostly by Itaú Asset Management), (iii) investment services, (iv) private banking, through Itaú Private Bank, and

      (v) securities brokerage services (Itaú Corretora de Valores S.A).

      Our Wholesale Business segment offers a wide range of products and services to the largest economic groups of Brazil. Our activities in this business segment range from typical operations of a commercial bank to capital markets operations and advisory services for mergers and acquisitions.

      Our Wholesale Business segment accounted for 35%, 35%, and 37% of our revenue for the years ended December 31, 2023, 2024 and 2025, respectively. Revenue from our Wholesale Business

      segment is mostly generated by banking services and bank charges, such as credit financing, cash management, investment banking, foreign exchange and derivatives.

      One of the main strategies of our Wholesale Business segment is to improve operational efficiency by reducing costs and increasing revenues. This strategy is supported by a diversified and balanced approach, with specialized portfolios focused on middle-market, agribusiness, infrastructure and utilities companies.

      Investment Banking

      Our investment banking business is carried out by our subsidiary Itaú BBA and assists companies to raise capital through fixed income and equity instruments and provides advisory services in mergers and acquisitions operations. Through a highly qualified team we support most of the largest companies in Brazil, and our Investment Banking team is also present in Latin America and in the Northern Hemisphere, providing support and advisory services to many conglomerates worldwide.

      Revenue from our investment banking operations is mostly generated by banking fees on large and complex financial transactions, such as M&A advisory fees, and structuring and distributing fees from debt capital markets ("DCM"), and equity capital markets ("ECM") deals.

      According to Dealogic Ltd. ("Dealogic") and ANBIMA, as of December 31, 2025, Itaú BBA was the second largest investment bank in equity deals and the first in advisory of mergers and acquisitions in Brazil, based on the number of transactions. Itaú BBA ranked first in origination and in distribution in DCM transactions in the Brazilian market. In the investment banking division, Itau BBA's main competitors include Bradesco BBI, BTG Pactual S.A., Santander, XP, UBS BB, Credit Suisse (Brazil) S.A., Merrill Lynch S.A. (Brazil), Morgan Stanley S.A. (Brazil) and JP Morgan S.A. (Brazil).

      Asset Management

      We offer asset management services through our subsidiary Itaú Asset Management, which has more than 60 years of experience in investment management, and through Kinea Investimentos Ltda. ("Kinea"), an alternative investments management company controlled by us. Revenue from our asset management operations is mostly generated by administration fees and performance fees of our products.

      According to ANBIMA, as of December 31, 2025, Itaú Asset Management had R$1,236 billion in assets under management, representing a market share of 11.5%, considering that the asset management industry in Brazil held assets totaling R$10,753 billion. Additionally, according to the same institution, Itaú Asset Management had the second highest net new money in 2025, with R$33.7 billion.

      As of December 31, 2025, Itaú Asset Management was the largest privately-owned bank asset manager in Brazil in terms of assets under management, according to ANBIMA. Our main competitors are Banco do Brasil, Bradesco, BTG Pactual, and Santander.

      As of December 31, 2025, Kinea held R$162 billion in assets under management, compared to R$146 billion as of December 31, 2024, according to ANBIMA.

      Investment Services

      In our investment services division, we provide (i) custody and fiduciary services for investment funds, (ii) custody and representation services for non-resident investors, and (iii) corporate solutions where we act as transfer agent and stockholder servicer for Brazilian companies issuing

      equity, corporate bonds, promissory and bank credit notes in the Brazilian market. We also work as guarantor on project financings, and agent on escrow accounts and financing agreements. Revenue from our investment services division is mostly generated by basis points fees on our assets under service and banking fees on corporate solutions.

      We provide the technological tools to each service on a daily basis and rely on compliance and contingency procedures to ensure a safe and reliable service to our clients, so they can direct the focus on their business management. Nevertheless, we continue to improve our technological platform and tools regarding securities services and invest in new solutions for our clients.

      Our primary clients in our investment services division are pension funds, insurance companies, asset managers, international global custodians and equity and debt issuers, representing over 1,000 corporate groups.

      According to ANBIMA, as of December 31, 2025, Itaú Unibanco (including Intrag Distribuidora de Títulos e Valores Mobiliários Ltda. ("Intrag"), which offers investment services to third party asset management firms) was the leader in the Brazilian fiduciary services business in terms of total assets under administration, with R$1.8 trillion, representing a market share of 17.2%.The same source also indicates that, as of December 31, 2025, we were the second largest player in the custody market in terms of total assets under custody with R$2.5 trillion, representing a market share of 18.4%. As of December 31, 2025, we were the leader in the corporate solutions business, acting as agent and register provider to 189 companies listed on B3, which represents 53.8% of companies listed on that stock exchange. Moreover, we were the leader in transfer agent, with 152 debentures offerings in the Brazilian market, representing 23.9% of the debentures market in Brazil.

      Itaú Private Bank

      Itaú Private Bank offers tailored banking, investment, and wealth management services to high and ultra- high net worth individuals. With a full global wealth management platform, we are recognized as a leading private bank in Brazil and one of the main private bank players in Latin America. Our multidisciplinary team, supported by experienced investment advisors and product experts, provides comprehensive financial solutions aligned with each client's needs, . Our services are provided from understanding and addressing their needs from 14 offices in Brazil and international offices located in the United States of America, Portugal, Switzerland, the Bahamas and Uruguay. Revenue from our private banking operations is mostly generated through asset and fund management fees, pension funds fees, performance fees, foreign exchange operations and brokerage services.

      In addition to the complete portfolio of products and services that Itaú Private Bank offers, our clients also have access to a wide-open platform from third party providers with alternative products.

      Our main competitors are Bradesco, Santander and BTG, for the Brazilian market, and UBS, JP Morgan and Citibank, for the offshore market.

      As of December 31, 2025, we achieved a market share of 31.1% of private banking operations in Brazil, according to ANBIMA, an increase of 2.1% compared to December 31, 2024.

      Itaú Corretora de Valores (Securities Brokerage)

      Itaú Corretora de Valores S.A. ("Itaú Corretora de Valores") has been providing securities brokerage services since 1965. We provide retail brokerage services in Brazil to over 661,000 clients with positions in the equity and fixed income markets, accounting for R$246.8 billion in

      trading volume in 2025. The brokerage services are also provided to international clients through Avenue, our digital securities brokerage based in the U.S.

      According to DATAWISE, a system affiliated with the B3, we were the third provider of retail brokerage services in terms of equity trading volume in 2025. Our main competitors in this division are XP Investimentos, BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., Ágora Corretora de Títulos e Valores Mobiliários S.A., Genial Investimentos Corretora de Valores Mobiliários S.A. , Santander Corretora de Câmbio e Valores Mobiliários S.A. and Safra Corretora de Títulos e Valores Mobiliários S.A.

      International Operations

      Through our internationalization strategy, we seek to understand different markets, businesses, products and services and to identify opportunities to integrate our units . Our goal is to achieve the same management quality and level of results we have in Brazil in the other countries where we operate.

      The table below shows some of our operations in Latin America, excluding Brazil, as of December 31, 2025:

      Countries

      Branches & CSBs

      ATMs

      Employees

      Chile

      130

      134

      4,670

      Colombia (1)

      60

      116

      1,899

      Paraguay

      29

      276

      1,354

      Uruguay (2)

      21

      65

      1,277

      (i) Includes employees in Panama.

      (ii) Does not include the 29 points of sale of OCA S.A., our credit card operator in Uruguay.

      Overview

      Latin America is a priority in our international expansion due to the geographic and cultural proximity to Brazil. Our goal is to be recognized as the "Latin American Bank," becoming a reference in the region for all financial services provided to individuals and companies.

      Over the past years, we consolidated our presence in Chile, Paraguay and Uruguay. In these countries, we operate in the retail, small and middle-market companies, corporate and treasury segments, with commercial banking as our main focus. As a result of the merger between Banco Itaú Chile and CorpBanca, which reinforced our presence in Colombia and Panama, we expanded our operations in the region even further. In Mexico, we are present through an office dedicated to equity research activities. In August 2023, we announced the sale of all our shares held in Banco Itaú Argentina S.A. Nonetheless, we continue to serve Argentine corporate clients and individuals in wealth and private banking through our foreign units.

      As of December 31, 2025 we had a network of 240 brick-and-mortar branches, 17 digital branches, and client service branches in Latin America (excluding Brazil). In Paraguay, we had 71 non-bank correspondent locations, which are points of service with a simplified structure, strategically located in supermarkets to provide services to our clients in that country. As of December 31, 2025, we also had 29 points of service through OCA S.A., ours and the largest credit card operator in Uruguay. For further information on our distribution network in Latin America, see "Distribution Channels."

      Banco Itaú Chile

      In April 2016, we closed the merger between Banco Itaú Chile with CorpBanca and, as a result, acquired control of the resulting entity: formerly Itaú Corpbanca. Over the years, we increased our ownership interest, primarily through: (a) the exercise of put options by Corp Group Banking S.A., the former controlling shareholder of CorpBanca in 2021; (b) shares received through affiliates in connection with the debt restructuring of the Corp Group's companies, as approved by the court-supervised reorganization proceeding in the United State (Chapter 11) in 2022; and (c) the settlement of a voluntary tender offer made in 2023. We currently hold 67.42% of Banco Itaú Chile's total capital stock.

      Banco Itaú Chile (formerly named Itaú CorpBanca) provides a comprehensive range of wholesale and retail banking services in Chile and Colombia. Through its subsidiaries, Banco Itaú Chile also offers financial advisory services, mutual funds management, insurance brokerage and securities brokerage services. In addition, it provides banking services through its New York branch.

      Operations are organized into two primary geographic segments: Chile and Colombia. Chile also includes the activities of the New York branch and a representative office in Peru, while Colombia includes the operations of Itaú Panamá S.A.

      Business segments in Chile have been aligned with both customer needs and its strategy. Banco Itaú Chile's business segment is organized in three areas: (1) Wholesale Banking (a. Corporate and Investment Banking, b. Large Corporate and c. Multinational and Institutional Banking, Real Estate Banking and Private Banking); (2) Retail Banking (including Itaú Personal Bank, Itaú Branches and Itaú Retail Companies and SMEs; and (3) Treasury. Itaú Colombia also provides a broad range of commercial and retail banking services to its customers in Colombia.

      According to the Comisión para el Mercado Financiero, as of December 31, 2025, our market share was 11.5% based on total outstanding loan balance in Chilean pesos, positioning us as the fifth largest private bank in Chile (includes privately-owned banks only). Our main competitors are Banco Santander-Chile, Banco de Chile, Scotiabank Chile and Banco de Crédito e Inversiones.

      Banco Itaú Paraguay

      Our operations in Paraguay began in 1978 under the brand "Interbanco," which became part of Unibanco in 1995. After the merger between Itaú and Unibanco, Interbanco became Itaú Paraguay.

      Banco Itaú Paraguay operates through two commercial banking units - individuals and companies -which it serves its customers by providing credit products, insurance, payment services and cash management solutions. Banco Itaú Paraguay also provides in-person services through 25 full-service branches, six personal bank offices, 11 customer service centers and 66 Itaú Express (in-store banking service points) correspondent locations. Through this network, our Paraguayan branch operates in 29 cities nationwide.

      Banco Itaú Paraguay provides 24-hour banking services through its website, mobile applications, telephone channels and self-service areas in branches. In 2019 Banco Itaú Paraguay opened its first digital branch enhancing its presence in Paraguay's financial market.

      According to the Central Bank of Paraguay, as of December 31, 2025, we were the third largest private bank in Paraguay in terms of total outstanding loan balance in guaranis, representing a market share of 16.0%. Our main competitors in Paraguay are Banco Continental, Sudameris and GNB Paraguay.

      Banco Itaú Uruguay

      Our banking operations in Uruguay include Banco Itaú Uruguay, OCA (the largest credit card issuer in Uruguay, according to data from the Central Bank of Uruguay) and the pension fund management company Unión Capital. Our strategy in Uruguay is to serve a broad range of clients through customized banking solutions.

      Our retail business is focused on individuals and small companies. Retail products and services focus on the middle and upper-income segments, and also include current and savings accounts, payroll payment, self-service areas and ATMs in all branches, and phone and internet banking. The wholesale business division is focused on multinational companies, financial institutions, large and middle market companies and the public sector, providing lending, cash management, treasury, trade and investment services.

      In 2019 Banco Itaú Uruguay opened its first digital branch enhancing its presence in Uruguay's financial market.

      In 2022, Itaú Unibanco further advanced in the Uruguayan market by acquiring (i) 56% of Resonance Uruguay, a merchant acquirer as part of our expansion in the payments solutions industry; (ii) 30% of Grupo Prex and Grupo Paigo, fintechs that are leaders in the market to improve the expansion in the digital banking market; and (iii) 100% of AFISA, a Uruguayan Asset Management company.

      We subsequently acquired the remaining 44% interest in Resonet (a merchant acquirer), a 40% interest in Handy, a fintech focused on collection and payment solutions for small businesses and independent workers, and 100% of Plexo in 2025, a payment facilitator of digital transactions. In December 2025, we announced an additional investment in Handy, which was closed in March 20th, and increased our ownership interest from 40% to 75%.

      According to the Central Bank of Uruguay, as of December 31, 2025, we were the second largest private bank in Uruguay in terms of total outstanding loans in Uruguayan pesos, representing a market share of 29.6%. Our main competitors in Uruguay are Banco Santander Uruguay, BBVA Uruguay and Scotiabank Uruguay.

      Itau BBA International

      Our banking activities carried out under the corporate structure of Itau BBA International are mainly focused on two business lines:

      • Corporate and Investment Banking: through Itau BBA International, headquartered in the United Kingdom, and its subsidiary Itaú Europe, headquartered in Portugal, with a branch in Luxembourg and business platforms in Madrid, Spain, and Paris, France, this segment supports the financial needs of companies with international presence and operations, focusing on transactions related to financing and investment relationships between companies in Latin America and the Northern Hemisphere. The services offered include the origination of structured financing, hedging, trade financing and advisory to Latin American and U.S. companies undertaking business in the Northern Hemisphere and large economic groups investing into Latin America.

      • Private Banking: under the corporate structure of Itau BBA International, we manage private banking activities in Miami, U.S., and Zurich, Switzerland, offering specialized financial and asset management services for Latin American clients with high net worth by providing a diversified and specialized basis of investment funds, trading and managing on their account securities and other financial instruments, as well as by managing trusts and investment companies on behalf of customers.

        Other International Operations

        We have other international operations in the U.S., Cayman Islands, and the Bahamas, which have the following objectives:

      • Support our clients in cross-border financial transactions and services, providing our clients with a variety of financial products, such as trade financing, loans from multilateral credit agencies, off-shore loans, international cash management services, foreign exchange, letters of credit, guarantees required in international bidding processes, derivatives for hedging or proprietary trading purposes, structured transactions, and international capital markets offerings. Our international units offer a variety of financial products through their branches.

      • Manage proprietary portfolios and raise funds through the issuance of securities in the international market. Fundraising through the issuance of securities, certificates of deposit, commercial paper and trade notes can be conducted by our branches located in the Cayman Islands, the Bahamas, and the United States, as well as through Itaú Bank Ltd., a banking subsidiary incorporated in the Cayman Islands. Our proprietary portfolios are mainly held by Itaú Bank and our Nassau and Cayman Islands branches. These offices also enhance our ability to manage our international liquidity.

      Through our international operations, we establish and monitor trade-related lines of credit from foreign banks, maintain correspondent banking relationships with money centers and regional banks throughout the world and oversee our other foreign currency-raising activities.

      Distribution Channels

      We provide a wide range of financial services and products to our clients, from commercial banking to asset management and investment banking services. Those products are distributed through two main channels: traditional and digital channels.

      The traditional channels are composed of brick-and-mortar branches - which could be either full-service branches or in-house corporate service centers - and ATMs. The digital channels are operated remotely via the internet or mobile phones.

      Our network of 2,277 branches and CSBs as of December 31, 2025, distributes all of our products and services in Brazil.

      We also have our own ATMs and an additional 14,196 machines via partnership with Technologia Bancaria S.A. ("Tecban"), (as of December 31, 2025), which are a very convenient and efficient way of serving clients, due to their low operating costs, 24/7 availability and very complete services offering.

      2024

      2023

      2024

      2023

      2,668

      2,969

      15,823

      16,356

      260

      281

      614

      627

      Total Brazil and -

      2,928

      3,250

      -

      16,437

      16,983

      Abroad

      Digital Channels (Internet and Mobile Banking)

      Digital channels continue to play a pivotal role in Itaú's ongoing transformation and digitalization journey. In 2025, more than 4.6 million accounts were opened through digital channels-nearly three million more than in 2024-accounting for 68% of all new accounts.

      Among our current account holders, we observed growth in the number of customers using our digital platforms (a 12% increase when comparing to 2024) while maintaining engagement levels, representing a 10% increase in total accesses to our digital platforms in comparison to 2024.

      Growth in total accesses to our super-app is even more significant-with a 15% increase-particularly when factoring in "credit card holders" and "iti" customers who migrated to the super-app as part of our "One Itaú" strategy, which aims to unify the user experience through a single app offering comprehensive banking services.

      Moreover, digitalization continues to play a dominant role in daily transactions, with over 99% of all transfers and payments at Itaú carried out via digital channels.

      We remain committed to improving the user experience by reinforcing our design principles, leveraging data analytics, and advancing technical modernization initiatives. These efforts have driven a notable increase in our super-app NPS across all customer segments - with gains of five points in the low-income segment and 8-9 points in the middle- and high-income segments over the past two years - maintaining levels in the "excellence zone."

      Additionally, in 2025 we had 33% more deploys than previous year, allowing us to rapidly introduce new features and deliver enhanced services-all while upholding the highest quality standards.

    2. revenues by segment and their share in the issuer's net revenues

      Our segment information is based on reports used by senior management to assess the financial performance of our segments and to make decisions regarding the allocation of funds for investment and other purposes. Segment information is prepared according with accounting practices adopted in Brazil (BRGAAP) but includes the following pro forma adjustments: (i) the recognition of the impact related to allocated capital by using a proprietary model; (ii) the use of funding and cost of capital, according to market prices, by using certain managerial criteria; (iii) the exclusion of non-recurring events from our results; (iv) the reclassification of the tax effects from hedging transactions we enter into for investments abroad; and (v) IFRS adjustments.

      The table below presents our revenues per segment for the years ended December 31, 2025, 2024 and 2023.

      (In R$ million)

      Year ended December 31

      2025

      2024

      2023

      Retail Banking

      112.204

      101.057

      96.595

      Financial margin

      70.383

      61.956

      59.099

      Revenues from banking services

      29.798

      28.559

      28.016

      Income from insurance, private pension and capitalization

      operations before claim and selling expenses

      12.023

      10.542

      9.480

      Wholesale Banking

      62.620

      58.014

      54.631

      Financial margin

      45.248

      41.259

      39.980

      Revenues from banking services

      16.639

      16.176

      14.274

      Income from insurance, private pension and capitalization

      operations before claim and selling expenses

      733

      579

      377

      Activities with the Market and Corporation

      9.569

      9.887

      5.572

      Financial margin

      8.778

      9.232

      5.019

      Revenues from banking services

      454

      375

      309

      Income from insurance, private pension and capitalization

      operations before claim and selling expenses

      337

      280

      244

      IFRS adjustments

      (16.613)

      (908)

      1.827

      Total (1)

      167.780

      168.050

      154.971

      Financial margin

      112.724

      103.848

      97.712

      Revenues from banking services

      46.997

      47.071

      45.731

      Income from insurance, private pension and capitalization

      operations before claim and selling expenses

      8.731

      6.982

      6.613

      Other revenues

      (672)

      10.149

      4.915

      1) The IFRS Consolidated figures do not represent the sum of the parties because there are intercompany transactions that were eliminated only in the consolidated statements. Segments are assessed by top management, net of income and expenses between related parties.

      Revenues from Operations in Brazil and Abroad

      We conduct most of our business activities in Brazil, but we do not break down our revenues by geographic markets within Brazil. Our interest income from loans and leases, banking service fees and income from insurance, private pension plans and premium bonds transactions are divided between revenues earned in Brazil and outside of Brazil.

      The following table sets forth the consolidated statement of income with respect to our revenues from operations in Brazil and abroad for the years ended December 31, 2025, 2024 and 2023. The following information is presented in IFRS Accounting Standard as issued by the IASB, after eliminations on consolidation.

      Revenues from operations in Brazil and abroad

      For the Year Ended December

      31, Variation

      2025 2024 2023 2025 - 2024 2024 - 2023

      (In millions of R$, except percentages)

      Income related to interest and

      similar (1,2,3)

      332,062

      271,126

      255,962

      60,936

      22.5%

      15,164

      5.9%

      Brazil

      278,006

      219,281

      221,534

      58,725

      26.8%

      (2,253)

      (1.0)%

      Abroad

      54,056

      51,845

      34,428

      2,211

      4.3%

      17,417

      50.6%

      Commissions and Banking

      Fees (3)

      46,997

      47,071

      45,731

      (74)

      (0.2)%

      1,340

      2.9%

      Brazil

      41,062

      41,888

      41,147

      (826)

      (2.0)%

      741

      1.8%

      Abroad

      5,935

      5,183

      4,584

      752

      14.5%

      599

      13.1%

      Income from insurance contracts and private pension

      (3)

      8,731

      6,982

      6,613

      1,749

      25.1%

      369

      5.6%

      Brazil

      8,731

      6,982

      6,613

      1,749

      25.1%

      369

      5.6%

      Abroad

      -

      -

      -

      -

      -

      1. Includes Interest and similar Income, of Financial Assets and Liabilities at Fair Value through Profit or Loss and Foreign exchange results and exchange variations in foreign transactions.

      2. Itaú Unibanco Holding does not have customers representing 10% or higher of its revenues.

      3. In "Brazil" geographic region the companies headquartered in the country and "Abroad" are considered; the other companies, the amounts consider the already eliminated values

    3. income or loss arising from the segment and its share in the issuer's net income

    The following is a summary of the results of our operating segments, where the total may not represent the sum of the parts because inter-segment transactions have been eliminated only in the consolidated.

    In Million of R$



    1. The IFRS Consolidated figures do not represent the sum of the parties because there are intercompany transactions that were eliminated only in the consolidated statements. Segments are assessed by top management, net of income and expenses between related parties.

    In Million of R$



    1. The IFRS Consolidated figures do not represent the sum of the parties because there are intercompany transactions that were eliminated only in the consolidated statements. Segments are assessed bytop management, net of income and expenses between related parties.

    2. For better presentation and comparability, comparative balances have been reclassified according to current criteria.

    In Million of R$



    1. The IFRS Consolidated figures do not represent the sum of the parties because there are intercompany transactions that were eliminated only in the consolidated statements. Segments are assessed by top management, net of income and expenses between related parties.

  3. With respect to the products and services that correspond to the operating segments disclosed in item 1.3, describe:
    1. the characteristics of the production process

      There is not.

    2. the characteristics of the distribution process

      There is not.

    3. the characteristics of the markets in which it operates, in particular:
      1. share in each of the markets

        Title

        Product/ Service

        Market Position

        Additional Information and Main Competitors

        Source

        Retail Business

        Retail Banking (including Itaú Personnalité)

        As of December 31, 2025, our market share of individuals loans as of December 31, 2025 was 10.7%, and we are ranked the largest privately-owned bank in this segment in Brazil.

        Our main competitors are Caixa Econômica Federal, Banco do Brasil, Banco Bradesco and Banco Santander (Brasil).

        Central Bank,

        Credit Cards

        Credit Cards

        We are the leaders in

        Our traditional

        ABECS.

        terms of credit card

        competitors in the credit

        balance in Brazil (which

        card segment are Banco

        include balances from

        Bradesco, Banco

        transactions paid in full,

        Santander (Brasil),

        installment plans and

        Banco do Brasil and

        revolving credit), with a

        Caixa Econômica

        21.4% market share in

        Federal. However, in

        the fourth quarter of

        recent years, a growing

        2025, a decrease of 1.9%

        number of digital

        compared to

        competitors have

        December 31, 2024

        intensified competition

        in this market, most

        notably Nubank,

        Mercado Pago and

        Banco Inter.

        Personal

        Personal Loans

        As of December 31,

        Central Bank

        Loans

        2025, we achieved a

        market share of 10.4% of

        personal loans in Brazil,

        according to the Central

        Bank. It is a decrease of

        0.8% compared to

        December 31, 2024.

        Payroll Loans

        Payroll Loans

        As of December 31, 2025, our market share in terms of payroll loans represented 10.2%, the fourth largest company in this segment in Brazil.

        Our main competitors in this business are Banco do Brasil, Caixa Econômica Federal, Banco Bradesco and Banco Santander

        (Brasil)

        Central Bank

        Mortgage Loans

        Mortgage Loans

        From January 1 to December 31, 2025, we were the second largest Brazilian bank in terms of amount of new loans to individuals, representing a 26.3% market share.

        Our main competitors in this segment are Caixa Econômica Federal, Banco Bradesco, Banco Santander (Brasil), and Banco do Brasil.

        Itaú Unibanco Holding and ABECIP

        (Associação Brasileira das Entidades de Crédito) Imobiliário e Poupança).

        Acquiring

        Acquiring

        In the twelve-month

        Our traditional competitors in this business are Cielo and GetNet. In recent years, changes in legislation made by the Central Bank combined with the growing number of fintechs, contributed to an increase in competition in the segment. Among these players, we highlight PagSeguro and Stone..

        Itaú Unibanco Holding and ABECS

        (Associação Brasileira das Empresas de Cartões de Crédito e Serviços).

        Business

        Business

        period ended

        December 31, 2025, we

        were the largest player in

        the merchant acquisition

        business in Brazil in

        terms of total credit and

        debit card transactions

        volume generated by the

        acquiring services,

        representing a market

        share of 22.7%.

        Private Pension Plans

        Private Pension Plans

        As of December 2025, our balance of provisions represented 19.9% of the market share for private

        pension plans, positioning us as the third largest

        Our main competitors in private pension plan products are Banco BTG Pactual, XP, Banco Bradesco and Banco do Brasil.

        FENAPREVI

        (Federação Nacional de Previdência Privada e Vida.)

        pension provider in Brazil.

        Considering individual

        plans, our market share

        reached 19.4%, positioning

        us as the second largest

        private bank in terms of

        balance of provisions.

        Vehicles Financing

        Vehicles Financing

        As of December 31,

        2025, we were the fourth largest Brazilian bank in

        Our main bank competitors in this business are Banco Santander (Brasil), Banco BV and Banco Bradesco, besides manufacturer-owned banks (such as Volkswagen, Stellantis, GM, Honda and Toyota).

        Itaú Unibanco Holding and Central Bank

        vehicle financing to

        individuals, representing

        a market share of 9.1%.

        Insurance

        Insurance

        taking into account our

        Our main competitors are controlled by or have partnerships with large commercial banks, such as Banco Bradesco, Banco Santander (Brasil) and Banco do Brasil which, like us, take advantage of their branch network access clients. Despite the high concentration of Brazilian banks in the insurance market, the growing number of insurtechs (startup companies focused on insurance) has facilitated customer access to insurance companies, making this market even more competitive.

        SUSEP.

        30.7% equity interest in

        Porto Seguro S.A., in

        2025, we were the fourth

        largest insurance

        provider in Brazil in terms

        of premium amounts

        received, representing a

        market share of 8.5%,

        excluding VGBL (an

        insurance structured as a

        pension plan).

        Considering only our

        recurring insurance

        activities, our market

        share reached 11.1% in

        2025.

        Premium Bonds (títulos de capitalização, or capitalization plans)

        Capitalization

        As of December 31, 2025, we were the fourth largest provider of premium bonds in Brazil in terms of revenue from sale of these products, representing a market share of 11.1%.

        Our main competitors in premium bonds are controlled by or have partnerships with large commercial banks, such as Banco Bradesco, Banco do Brasil and Banco Santander (Brasil) which, like us, take advantage of their branch network to gain access to the retail market.

        SUSEP.

        Consórcio Products

        Revenues from consórcios services

        in 2025, we had a market share of 7.4% in total consórcios services fees.

        Our main competitors in the Brazilian consórcios market from the banking

        Banco Central.

        Taking only banks into

        sector are Bradesco

        account, we are the third

        Consórcios and BB

        largest provider of

        consórcios products in Brazil, in terms of fees

        Consórcios. Within the

        non-bank segment, our main competitors are

        collected.

        Ademicon and

        Embracon.

        Investment Banking

        Investment Banking

        As of December 31,

        2025, Itaú BBA was the second largest

        In the investment banking division, Itau BBA's main competitors include Bradesco BBI, BTG Pactual S.A., Santander, XP, UBS BB, Credit Suisse (Brazil) S.A., Merrill Lynch S.A. (Brazil), Morgan Stanley

        S.A. (Brazil) and JP Morgan S.A. (Brazil).

        Dealogic Ltd. (Dealogic) and ANBIMA

        investment bank in equity

        deals and the first in

        advisory of mergers and

        acquisitions in Brazil,

        based on the number of

        transactions. Itaú BBA

        ranked first in origination

        and in distribution in

        DCM transactions in the

        Brazilian market.

        Asset Management

        Asset Management

        Itaú Asset Management

        had R$1,236 billion in

        As of December 31, 2025, Itaú Asset Management was the largest privately-owned bank asset manager in Brazil in terms of assets under management, according to ANBIMA. Our main competitors are Banco do Brasil, Bradesco, BTG Pactual, and Santander.

        ANBIMA.

        assets under

        management,

        representing a market

        share of 11.5%,

        considering that the asset

        management industry in

        Brazil held assets totaling

        R$10,753 billion.

        Additionally, according to

        the same institution, Itaú

        Asset Management had

        the second highest net

        new money in 2025, with

        R$33.7 billion.

        Investment Services

        Local Custody

        As of December 31, 2025, Itaú Unibanco (including Intrag Distribuidora de Títulos e Valores

        Our main competitors are Banco Bradesco

        S.A. and Banco do Brasil S.A.

        Itaú Unibanco Holding, ANBIMA and B3.

        Mobiliários Ltda. ("Intrag"),

        which offers investment

        services to third party asset

        management firms) was

        the leader in the Brazilian

        fiduciary services business

        in terms of total assets

        under administration, with

        R$1.8 trillion, representing

        a market share of

        17.2%.The same source

        also indicates that, as of

        December 31, 2025, we

        were the second largest

        player in the custody

        market in terms of total

        assets under custody with

        R$2.5 trillion, representing

        a market share of 18.4%.

        As of December 31, 2025,

        we were the leader in the

        corporate solutions

        business, acting as agent

        and register provider to 189

        companies listed on B3,

        which represents 53.8% of

        companies listed on that

        stock exchange. Moreover,

        we were the leader in

        transfer agent, with 152

        debentures offerings in the

        Brazilian market,

        representing 23.9% of the

        debentures market in Brazil

        Itaú Corretora (Securities Brokerage)

        Retail Brokerage Services

        we were the third provider of retail brokerage services in terms of equity trading volume in 2025.

        Our main competitors in this division are XP Investimentos, BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., Ágora Corretora de Títulos e Valores Mobiliários S.A., Genial Investimentos Corretora de Valores Mobiliários S.A. , Santander Corretora de Câmbio e Valores Mobiliários S.A. and Safra Corretora de Títulos e Valores

        Mobiliários S.A.

        DATAWISE, a

        system provided by B3.

        Banco Itaú Chile (formerly named Itaú CorpBanca)

        Total credit portfolio (includes only private banks)

        As of December 31, 2025, our market share was 11.5% based on total outstanding loan balance in Chilean pesos, positioning us as the fifth largest private bank in Chile (includes privately-

        owned banks only).

        Our main competitors are Banco Santander-Chile, Banco de Chile, Scotiabank Chile and Banco de Crédito e Inversiones.

        Comissão do Mercado Financeiro do Chile (CMF).

        Banco Itaú Paraguay

        Total credit portfolio (includes only private banks)

        According to the Central Bank of Paraguay, as of December 31, 2025, we were the third largest private bank in Paraguay in terms of total outstanding loan balance in guaranis, representing

        Our main competitors in Paraguay are Banco Continental, Sudameris and GNB Paraguay.

        Central Bank of Paraguay.

        Banco Itaú Uruguay

        Total credit portfolio (includes only private banks)

        As of December 31, 2025, we were the second largest private bank in Uruguay in terms of total outstanding loans in Uruguayan pesos, representing a market share of 29.6%.

        Our main competitors in Uruguay are Banco Santander Uruguay, BBVA Uruguay and Scotiabank Uruguay.

        Central Bank of Uruguay.

      2. state of competition in the markets Competition

        The last several years have been characterized by increased competition and consolidation in the financial services industry in Brazil. According to the Central Bank, as of December 31, 2025, there were 222 conglomerates, commercial banks and multiple-service banks, development banks, non-bank credit, payment and capital markets institutions, and Caixa Econômica Federal, among a total of 1,466 institutions in Brazil.

        We, together with Banco Bradesco S.A. and Banco Santander Brasil S.A., are the leaders in the privately-owned multiple-services banking sector. As of December 31, 2025, these three banks accounted for 32.5% of the Brazilian banking sector's total assets, according to the Central Bank. We also face competition from state-owned banks. According to the Central Bank, as of December 31, 2025, Banco do Brasil S.A., Caixa Econômica Federal, and BNDES accounted for 30.7% of the banking system's total assets.

        The following table sets for the total assets of the ten main banks in Brazil, classified according to their interest in the total assets of the Brazilian banking sector:

        (In billions

        of

        R$)

        Position

        Banks of total assets (1)

        Control Type

        2025

        % of Total

        1st

        Itaú

        privately-

        owned

        2,742

        15.0

        2nd Banco do Brasil state-owned 2,454 13.4

        3rd

        Caixa Econômica Federal

        state-owned

        2,203

        12.0

        4th

        Bradesco

        privately-

        owned

        1,940

        10.6

        5th

        Santander

        privately-

        owned

        1,281

        7.0

        6th

        BNDES

        state-owned

        963

        5.3

        7th

        BTG Pactual

        privately-

        owned

        770

        4.2

        8th

        XP

        privately-

        owned

        305

        1.7

        9th

        Safra

        privately-

        owned

        286

        1.6

        10th

        Nubank

        privately-

        owned

        253

        1.4

        n.a.

        Others

        n.a

        5,134

        27.8

        Total

        18,331

        100.0

        i) Source:

        Central Bank (IF.data)

        In general, technology-driven competitors have traditionally concentrated their activities in specific business lines, such as credit cards, unsecured lending and payroll loans (e.g., Nubank), investment, wealth management and investment banking services (e.g., XP Investimentos and BTG Pactual), and acquiring services and loans (e.g., Mercado Pago), among others. Over time, however, these competitors have expanded beyond their initial areas of activity, increasingly offer a broader suite of financial products and services.

        The awareness that even companies outside of the financial industry could develop advanced technologies to provide financial services, keeps larger institutions in a state of constant alert to disrupt businesses. As technology advances rapidly and clients' preferences and expectations change, boosted by innovations introduced by the new competition, traditional competitors are also changing and redesigning their products, distribution, and communication channels.

    4. possible seasonality

      Our business is not significantly affected by seasonality.

    5. main inputs and raw materials, stating:
      1. description of relationships with suppliers, including whether they are subject to government control or regulation, indicating bodies and applicable legislation

        The procurement of goods and services in our supply chain is carried out in a centralized way by the Procurement department, with the involvement of the procuring and legal and other back-office departments. However, there are categories where commercial and contractual negotiation stages are assigned to their technical managers. The other contracting stages are carried out in a centralized manner by the Procurement department, ensuring the administrative assessment of the supplier and the registration of the contracts signed in the management system.

        We have a structured supplier assessment process aimed at mitigating risks in our supply chain. This process starts with the supplier accessing the website https://www.itau.com.br/fornecedores to register in the institutional system where the Code of Ethics, Supplier Relationship Code, Sustainability Policy and Minimum Information Security Requirements are published for awareness and acknowledgment purposes. After registering in our system, the supplier goes under an administrative approval process, consisting of an analysis of the supplier's adherence to environmental and social responsibility practices, as well as compliance with business obligations and compliance with fiscal, tax and labor legislations.

        This process is based on three pillars of risk analysis and includes a specific view based on the risks of the category of the products or services supplied.

        Reputational/Regulatory: analysis of the image risks and compliance with current legislation; Financial: analysis of risks associated with the supplier's financial health; and

        Labor: analysis of risks associated with the suppliers' compliance with labor obligations.

        In addition to this administrative assessment, in accordance with established internal criteria, suppliers go under a technical approval stage aimed at reviewing the technical information of the supplier and its products and services, identifying whether what they offer is in line with the institution's needs and requirements. For suppliers that support the bank's critical operations, the procurement of products and services is assessed and addressed separately.

        Suppliers will be eligible to take part in procurement processes if first approved in the aforementioned analyses.

        After being engaged, the relationship with suppliers must be efficient, ethical and respectful over the term of the contract. For this purpose, Itaú Unibanco has its business relations formalized in accordance with internal procedures and legal requirements. While the contract is in force, the parties must comply with and ensure adherence to contractual clauses, performance and quality of the services engaged.

        Approved suppliers are periodically monitored for the same risks reviewed in the approval process so that we can check the initial condition assessed. In the event we identify any material facts at any time, such supplier may be barred from new contracts and ultimately have their contracts terminated.

        As a member of the National Financial System, our operations are regulated and follow the guidelines issued by regulation, self-regulation and inspection bodies, such as the Central Bank of

        Brazil (BACEN), National Monetary Council (CMN), Brazilian Securities and Exchange Commission (CVM), Superintendency of Private Insurance (SUSEP), and the Ministry of Labor.

      2. any dependence on a few suppliers

        The search for suppliers to the Bank should be an ongoing and regular activity, seeking to strengthen the supplier base, ensure competition, better prices and opportunities, and overcome critical supply issues. The persons in charge of procuring or contracting out services in the Bank should always encourage free competition and carry out procurement processes involving at least two suppliers, whenever possible. Possible dependence may arise as a result of a supplier providing services on an exclusive basis.

      3. any volatility in the prices of suppliers

    Price volatility related to supplier agreements is affected by macroeconomic parameters such as interest and foreign exchange rates, equities, commodities, and indexes (e.g., inflation).

  4. Identify whether there are clients responsible for more than 10% of the issuer's net revenues, stating:
    1. total amount of revenues arising from the client

      No clients account for more than 10% of the Issuer's revenue.

    2. operating segments affected by the revenue arising from the client

    The table below shows the concentration of loan and lease operations:

    (In R$ million)

    December 31,

    By concentration

    2025

    2024

    Largest debtor

    7,032

    6,658

    10 Largest debtor

    49,933

    44,294

    20 Largest debtor

    73,601

    66,407

    50 Largest debtor

    118,551

    106,980

    100 Largest debtor

    162,236

    148,748

  5. Describe the material effects of state regulation on the issuer's activities, specifically commenting on:

a. the need for government authorization for the performance of activities and the history of the Issuer's relationship with the public authorities in obtaining such permits

Supervision and Regulation

We are subject to regulation by, and supervision of, several entities. We have branches and subsidiaries in Brazil and in several other jurisdictions, such as Luxembourg, the Bahamas, the Cayman Islands, Colombia, Chile, Uruguay, Paraguay, Panama, the United States, the United Kingdom, Portugal and Switzerland.

The Central Bank supervises Brazilian financial institutions, their foreign branches, corporate properties and, indirectly, its subsidiaries. In each jurisdiction in which we operate, we are subject to supervision by local authorities and, frequently, governmental approvals from local central banks and monetary authorities in foreign jurisdictions are needed before commencing business.

Brazilian Financial System Regulatory Framework

We summarize below key rules and regulations that have been issued by the CMN and the Central Bank and other regulators, including those based on the BCBS and other international standards and guidance, and that have been consistently applied to Brazilian financial institutions and other institutions authorized to operate by the Central Bank throughout the years. We believe these rules and regulations are the base of the Brazilian financial system regulatory framework. This summary is qualified in its entirety by the full text of the rules and regulations that are publicly available, which is not incorporated by reference into this annual report.

The basic institutional framework of the Brazilian financial system was established in 1964 through Law No. 4,595 of December 31, 1964, (the "Banking Law"). The Banking Law sets forth monetary, banking and credit policies and created the CMN.

Main Banking Regulatory Entities in Brazil

CMN

The CMN, the highest authority of the Brazilian financial system, is the regulatory body responsible for establishing currency and credit policies to assure stability and social and economic development. Its main purpose is to disclose the general rules for the operation of the entire financial system. The CMN also oversees the activities of the Central Bank and the CVM.

Central Bank

The Central Bank is an autonomous authority responsible for implementing the policies of the CMN as they relate to monetary policy and exchange control matters, regulating and supervising Brazilian financial institutions of the public and private sectors, controlling and monitoring the flow of foreign currency to and from Brazil and overseeing the Brazilian financial markets.

The Central Bank supervises financial institutions by:

  • setting minimum capital requirements, compulsory deposit requirements and operational limits;

  • authorizing corporate documents, capital increases, acquisition or increases of interest in companies and the establishment or transfer of principal places of business;

  • authorizing the establishment of subsidiaries, representative offices or branches, in Brazil or abroad (for further information, see "Item 4B. Business Overview--Capital Adequacy and Leverage--Regulation of Branches and Subsidiaries");

  • authorizing changes in shareholder control of financial institutions;

  • requiring the submission of annual and semiannual audited financial statements, quarterly revised financial statements and monthly unaudited financial information; and

  • requiring full disclosure of loans and advances and foreign exchange transactions, import and export transactions and other directly related economic activities.

    The president and the officers of the Central Bank are appointed by the president of Brazil (with the Brazilian Senate's approval of their names) for fixed mandates of four years, which only partially overlap with the mandate of the president of Brazil and its ministers. The resignation of the Central Bank's president and officers only occurs in justified cases and may be subject to approval by an absolute majority of the Brazilian Senate.

    In addition, the Central Bank is considered an independent government agency of a special nature (autarquia de natureza especial), characterized by the absence of any ties to a ministry, guardianship or hierarchical subordination, with technical, operational, administrative and financial autonomy.

    CVM

    The CVM is the authority responsible for overseeing, standardizing, regulating and developing the Brazilian securities market in accordance with the general regulatory framework determined by the CMN. The CVM also regulates companies whose securities are traded on the Brazilian securities markets, as well as investment funds, investors, financial agents, such as custodians of instruments and securities, asset managers, independent auditors, consultants, as well as instruments and securities analysts. The CVM is linked to the ministry of finance of Brazil (Ministério da Fazenda).

    Self-Regulatory Entities

    The Brazilian financial and capital markets are also subject to self-regulation by certain entities, divided by field of activity. These self-regulatory entities include, among others, market associations such as ANBIMA, ABECS, FEBRABAN, ABRASCA, and the B3.

    Main Insurance, Health and Pension Plan Regulatory Entities in Brazil

    CNSP is an authority linked to the ministry of finance of Brazil (Ministério da Fazenda), responsible mainly for establishing the guidelines and directives for private insurance, premium bond, capitalization and reinsurance companies, and open private pension entities.

    SUSEP is an authority linked to the ministry of finance of Brazil (Ministério da Fazenda), responsible for regulating and supervising the insurance, open private pension funds, capitalization and reinsurance markets in Brazil and their participants.

    The ANS is an authority linked to the ministry of health of Brazil (Ministério da Saúde) responsible for regulating and supervising the health insurance market in Brazil and its participants.

    Principal Limitations and Obligations of Brazilian Financial Institutions

    In line with leading international standards of regulation, Brazilian financial institutions are subject to a series of limitations and obligations. In general, the limitations and obligations concern the offering of credit, the concentration of risk, investments, operational procedures, loans and other

    transactions in foreign currency, and the management of third-party funds and microcredit. Under the Banking Law, financial institutions may not:

  • operate in Brazil without the prior approval of the Central Bank;

  • hold direct or indirect equity interests in any company located in Brazil or abroad without prior approval of the Central Bank, unless (i) the equity interest is held through the investment banking unit of a universal bank or through an investment bank, (ii) the equity is from a company located in Brazil and is accounted for on a temporary nature, or (iii) the equity represents minority shares in financial organizations and institutions abroad exclusively held for purposes of accessing export financing instruments and foreign exchange. In cases where the acquisition of equity interest is subject to the prior approval of the Central Bank, the subsidiaries' activities should be complementary or related to the financial institution's own main activities;

  • own real estate, except for properties it occupies and subject to certain limitations imposed by the CMN. When real estate is transferred to a financial institution in satisfaction of a debt, the property must be sold within one year, except if otherwise authorized by the Central Bank;

  • grant credit transactions above the regulation limits to certain related individuals and legal entities;

  • hold, on a consolidated basis, permanent assets, including investments in unconsolidated subsidiaries, real estate, equipment and intangible assets, exceeding 50.0% of its adjusted regulatory capital. For further information on the requirements, see "--Capital Adequacy and Leverage--Asset Composition and Exposure Requirements";

  • grant loans or advances, and guarantees, including derivative transactions, underwrite or hold in their investment portfolio, securities of any clients or group of affiliated clients that, in the aggregate, give rise to exposure to such client or group of affiliated clients that exceeds the threshold determined by the Central Bank. For further information on the requirements, see "--Capital Adequacy and Leverage--Asset Composition and Exposure Requirements";

    In addition, pursuant to the Banking Law, financial institutions are required, among others, to:

  • deposit a portion of the deposits received from clients with the Central Bank (compulsory reserve requirements). For further information on compulsory reserve requirements, see "--Capital Adequacy and Leverage-Basel III Framework" and "--Capital Adequacy and Leverage-Basel III Framework--Implementation of Basel III in Brazil";

  • maintain enough capital reserves to absorb unexpected losses, pursuant to the rules proposed by BCBS and implemented by the Central Bank. For further information on the Basel requirements and their implementation in Brazil, see "--Capital Adequacy and Leverage-Basel III Framework" and "--Capital Adequacy and Leverage-Basel III Framework--Implementation of Basel III in Brazil";

  • if a domestic systemically important financial institution, prepare and submit, by December 31, annual recovery plans that aim to re-establish adequate levels of capital and liquidity and to preserve the viability of the institution under stress scenarios. For further information on our recovery plan, refer to our Investor Relations website (see "Menu - Results and Reports

    - Regulatory Reports - Pillar 3 - Risk and Capital Management - Pillar 3") which is not incorporated by reference into this annual report; and

  • create, regarding financial guarantees, specific accounting procedures for the assessment and registration of passive provisions.

Capital Adequacy and Leverage

The Central Bank supervises the Brazilian banking system in accordance with the guidelines and other applicable regulations issued by the BCBS. For this purpose, banks provide the Central Bank with the information it deems useful to perform its supervisory functions, which includes supervising changes in solvency and capital adequacy of banks.

The main principle behind the directives of BCBS is that a bank's own resources must cover its main risks, including credit, market and operational risks.

Brazilian financial institutions are subject to capital measurement and standards based on a risk-weighted asset ratio. The parameters of this methodology resemble the international framework for minimum capital measurements adopted by BCBS on the Basel III framework.

Basel III Framework

The Basel III framework, issued on December 16, 2010 and fully implemented by January 1, 2019, increased the minimum capital requirements, requiring banks to maintain minimum capital levels corresponding to the following percentages of risk-weighted assets: (i) a minimum common equity capital ratio of 4.5% composed of common shares; (ii) a minimum Tier 1 Capital ratio of 6.0%; and

(iii) a minimum total capital ratio of 8.0%. In addition, Basel III requires a "capital conservation buffer" of 2.5% and each national regulator is given discretion to institute a "countercyclical buffer" if it perceives a greater system-wide risk to the banking system as the result of a build-up of excess credit growth in its jurisdiction. Further, Basel III introduced a new LR, defined as Tier 1 Capital divided by the bank's total risk weighted exposure.

Additionally, Basel III implemented a LCR, which requires affected banks to maintain sufficient high-quality liquid assets to cover the net cash outflows that could occur under a potential liquidity disruption scenario over a thirty-day period; and implemented a NSFR, which establishes a minimum amount of stable sources of funding that banks will be required to maintain based on the liquidity profile of the banks' assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments over a one-year period.

Additional requirements apply to additional Common Equity Tier 1 Capital or Tier 2 Capital instruments issued by internationally active banks and to G-SIBs. The assessment of which financial institutions are G-SIBs is based on indicators that reflect size, interconnectedness, substitutability/financial infrastructure, cross-jurisdictional activity, and complexity. No Brazilian bank was included in the latest list of G-SIBs issued on November 26, 2024, by the Financial Stability Board ("FSB").

BCBS has also issued a framework for the regulation of D-SIBs, which supplements the G-SIBs framework by focusing on the impact that the distress or failure of systemically important banks would have on the domestic economy of each country.

Implementation of Basel III in Brazil

Financial institutions based in Brazil are subject to capital measurement and standards based on a weighted risk-asset ratio, according to CMN Resolutions No. 4,955/2021 and No. 4,958/2021. Brazilian banks' minimum total capital ratio is calculated as the sum of two components: regulatory capital (patrimônio de referência); and additional core capital (adicional de capital principal), both aligned to the guidelines of the Basel III framework.

Brazilian banks' regulatory capital is comprised of Tier 1 Capital and Tier 2 Capital. Tier 1 Capital is divided into two elements: Common Equity Tier 1 Capital (capital principal), which represents common equity capital and profit reserves after adjustments and Additional Tier 1 Capital (capital complementar), which represents subordinated debt and equity instruments authorized by the Central Bank.

To qualify as Additional Tier 1 Capital or Tier 2 Capital, according to CMN Resolution No. 4,955/21, all instruments issued by a Brazilian bank must contain loss-absorbency provisions, including a requirement that such instruments be automatically written off or converted into equity upon a "trigger event." A "trigger event" is the earlier of: (i) Common Equity Tier 1 Capital being less than 5.125% of the risk-weighted assets for Additional Tier 1 Capital instruments and 4.5% for Tier 2 Capital instruments; (ii) the execution of a firm irrevocable written agreement for the government to inject capital in the financial institution; (iii) the Central Bank declaring the beginning of a RAET or intervention in the financial institution; or (iv) a decision by the Central Bank, according to criteria established by the CMN, that the write-off or conversion of the instrument is necessary to maintain the bank as a viable financial institution and to mitigate relevant risks to the Brazilian financial system. Specific procedures and criteria for the conversion of shares and the write-off of outstanding debt related to funding instruments eligible to qualify as regulatory capital are established by CMN regulation. The legal framework applicable to financial bills (letras financeiras) was adapted to allow Brazilian financial institutions to issue Basel III-compliant debt instruments in the Brazilian market.

The additional core capital requirement is subdivided into three elements: the capital conservation buffer (adicional de conservação de capital principal), the countercyclical capital buffer (adicional contracíclico de capital principal) and the additional principal capital of systemic importance (adicional de capital principal sistêmico). The capital conservation buffer is aimed at increasing the loss absorption ability of financial institutions. The countercyclical capital buffer can be imposed within a range by the Central Bank if it judges that credit growth is increasing systematic risk. The additional principal capital of systemic importance seeks to address the impact that the distress or failure of Brazilian banks may have on the local economy. In the event of non-compliance with the additional core capital requirements, certain restrictions will apply, including the inability of the financial institution to: (i) pay officers and directors their share of variable compensation; (ii) distribute dividends and interest on capital to stockholders; (iii) pay the instrument's interest and

(iv) repurchase its own shares and effect reductions in its share capital. We are considered a domestic systemically important financial institution, hence having to fulfill the 1% additional core capital for additional principal capital of systemic importance (adicional de capital principal sistêmico).

Also, since October 1, 2018, a minimum LCR in a standardized liquidity stress scenario requirement applies to banks with total assets that are equal or superior to 10% of the Brazilian GDP or to banks with relevant international activity (in such case, regardless of total assets). The calculation of the LCR follows the methodology set forth by the Central Bank which is aligned with the international guidelines. During periods of increased need for liquidity, banks may report a lower LCR than the minimum required ratio, provided that they also report to the Central Bank the causes for not meeting the minimum requirement, the contingent sources of liquidity it has available, and the measures it plans to adopt to be in compliance with the LCR requirement. Since April 1, 2016, banks must also publicly disclose their LCR on a quarterly basis.

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