Banco Santander (Brasil) S.A. filed a Form 6-K on November 12, 2026, disclosing that Banco Santander, S.A. has increased the exchange ratio for its voluntary exchange offer for Santander Brasil securities by 5% relative to the terms announced on July 30, 2026.

Key Highlights

  • Increased exchange ratio for units and ADSs: Holders will now receive 0.4260 newly issued Banco Santander shares per unit or ADS of Santander Brasil, up from 0.4056 announced on July 30, 2026.
  • Increased exchange ratio for common and preferred shares: Holders will now receive 0.2130 newly issued Banco Santander shares per common or preferred share, up from 0.2028 announced on July 30, 2026.
  • Dividend-adjusted ratios as of November 12, 2026: After adjusting for dividends paid since July 30, 2026, the ratios are 0.4246 per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share.
  • Settlement form: Banco Santander shares will be delivered as Brazilian Depositary Receipts (BDRs) or ADSs, tradable on the São Paulo stock exchange and the New York Stock Exchange, respectively.
  • Shareholder vote planned: Banco Santander will seek approval for corresponding capital increases at an extraordinary general shareholders' meeting expected to be held on December 15, 2026.

Banco Santander Revises Offer Terms for Santander Brasil Securities

According to the filing, Banco Santander (Brasil) S.A. (NYSE:BSBR) received a communication from Banco Santander, S.A., the offeror, on November 12, 2026, announcing an enhancement to the exchange offer terms first disclosed in the July 30, 2026 Material Fact. The company disclosed that Banco Santander cited "recent market developments and feedback from stakeholders" as reasons for the revision, which raised the previously announced exchange ratio by 5%.

As reported in the filing, holders who tender their securities under the revised terms will receive 0.4260 newly issued Banco Santander shares for each unit or ADS of Santander Brasil, compared with 0.4056 previously announced. For each common share or preferred share of Santander Brasil, holders will receive 0.2130 newly issued Banco Santander shares, up from 0.2028. The filing notes these ratios are subject to certain adjustments for events occurring between July 30, 2026, and the expiration of the offer, including potential dividends, interest on equity, share bonuses, stock splits, or reverse stock splits by either party. Share buybacks during that period, the company disclosed, will not cause adjustment of the exchange ratio.

The filing further states that after adjusting for dividends already paid by both Banco Santander and Santander Brasil since July 30, 2026, the dividend-adjusted exchange ratios as of November 12, 2026, stand at 0.4246 Banco Santander shares per unit or ADS, 0.2124 per common share, and 0.2122 per preferred share. The company noted that Banco Santander has filed a Registration Statement on Form F-4 with the SEC and a Tender Offer Notice with the CVM in connection with the transaction. The filing was signed by Carlos Ignacio Muñiz Gonzalez Blanch, Executive Vice President and Chief Investor Relations Officer, and contains forward-looking statements that, according to the filing's cautionary language, are subject to risks, uncertainties, and factors that may cause actual results to differ materially from current expectations.

What Was Disclosed

Banco Santander (Brasil) S.A. disclosed a 5% increase to the exchange ratios for Banco Santander, S.A.'s voluntary exchange offer, with new ratios of 0.4260 shares per unit or ADS and 0.2130 shares per common or preferred share, along with a planned December 15, 2026 extraordinary general shareholders' meeting for offeror capital increase approval.