Banco Santander Brasil (SANB11) reported in a material fact release on Monday, September 21, 2026, that Banco Santander, S.A. filed on this date, within the scope of the voluntary exchange tender offer being prepared, applications for registration as a foreign issuer and for the exchange offer in Brazil and in the United States.
According to the announcement, the following were submitted to the Brazilian Securities and Exchange Commission (CVM): the application to register Banco Santander as a foreign issuer (Category A publicly held company), the application to register Banco Santander’s Brazilian Depositary Receipts (BDRs, share receipts issued in Brazil backed by shares abroad) program, the application to admit these BDRs to trading on B3, as well as the application to register the exchange offer in Brazil with the CVM and B3.
Banco Santander also filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC), which has not yet been declared effective. The company stressed that the Form F-4 and the draft notice of public tender offer are preliminary and subject to change, and that the final terms of the exchange offers will be included in the final documentation to be published once the conditions for the start of the offers have been met.
Santander Brasil also reported that on the same date it received the valuation report for Santander Brasil and Banco Santander for the purposes of the exchange offer in Brazil, prepared by UBS BB Corretora de Câmbio, Títulos e Valores Mobiliários S.A. This report was made available on the CVM and B3’s IPE System and on the company’s investor relations website, pursuant to applicable regulations.
The bank reiterated that the material fact release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. Santander Brasil stated that it will keep its shareholders and the market informed about any new material developments related to the exchange offers.
