Itaú Unibanco (NYSE: ITUB) outlines BRL 441m Porto Seguro deal

Rhea-AI Filing Summary

Itaú Unibanco Holding S.A. reported a related party transaction involving an operating agreement with its subsidiary Itaú Unibanco S.A. and affiliates of Porto Seguro. The agreement covers promotion and sale of Porto Seguro insurance products through certain Itaú Unibanco channels and pays monthly remuneration.

The company states the arrangement exceeds BRL 50 million, follows its Policy for Transactions with Related Parties, and meets the strategic objectives of both conglomerates. Management believes the agreement complies with commutative conditions and notes that no Porto Seguro representatives took part in the company’s decision-making process.

The transaction is recurring and carried out in the normal course of business. For fiscal year 2026, Itaú Unibanco estimates total remuneration related to this related party transaction at approximately BRL 441 million, and similar transactions under the same terms will not be disclosed again during the year.

Key Figures

Agreement size threshold: BRL 50 million Estimated 2026 remuneration: BRL 441 million

2 metrics

Agreement size threshold BRL 50 million Operating agreement remuneration exceeded this threshold under CVM Resolution 80/22

Estimated 2026 remuneration BRL 441 million Total estimated remuneration for this related party transaction in fiscal year 2026

Key Terms

related party transaction, Operating Agreement, commutative conditions, CVM Resolution 80/22

4 terms

related party transaction financial

"hereby informs its shareholders and the market in general the following related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Operating Agreement financial

"operating agreement that deals with the conditions for the promotion and sale of insurance marketed by Porto Seguro"

A written agreement that serves as the rulebook for a limited liability company, spelling out how the business is managed, how profits and losses are shared, how decisions are made, and what happens if an owner leaves or the company winds down. Investors care because it determines who controls the company, how and when they get paid or can sell their stake, and what protections or risks exist—like a household’s operating manual that governs day-to-day rules and big decisions.

commutative conditions financial

"the Company's management considers that the transaction complies with commutative conditions"

CVM Resolution 80/22 regulatory

"in compliance with the provisions of Attachment F of CVM Resolution No. 80/22"

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of April, 2026

Comission File Number: 001-15276

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição

CEP 04344-902 São Paulo, SP, Brazil (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐

No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐

No ☒

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐

No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82– __________________

EXHIBIT INDEX

99.1 ITAÚ UNIBANCO -Announcement to the Market -Related Party Transaction

.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 2, 2026.

Itaú Unibanco Holding S.A.

By: /s/ Gustavo Lopes Rodrigues

Name: Gustavo Lopes Rodrigues

Title: Investor Relations Officer.

Announcement to the Market Related Party Transaction Itaú Unibanco Holding S.A. (the "Company"), in compliance with the provisions of Attachment F of CVM Resolution No. 80/22, hereby informs its shareholders and the market in general the following related party transaction: Parties: The Company and Itaú Unibanco S.A., on the one hand, and Porto Seguro S.A., Porto Seguro Seguros Del Uruguay S/A and Azul Companhia de Seguros Gerais (together "Porto Seguro"), on the other. Relationship with the Company: Itaú Unibanco S.A. is controlled by the Company and Porto Seguro companies are affiliates of the Company. Object and main terms and conditions of the transaction: operating agreement that deals with the conditions for the promotion and sale of insurance marketed by Porto Seguro in certain channels of Itaú Unibanco ("Operating Agreement"). The Operating Agreement has a monthly remuneration and exceeded BRL 50 million, as provided for in article 1, I, (a) of Attachment F to CVM Resolution 80/22. Detailed justification of the reasons why the Company's management considers that the transaction complied with commutative conditions or provides for adequate compensatory payment: the Company's management considers that the transaction complies with commutative conditions, according to the Operating Agreement entered into and in force, which meets the strategic premises of both Conglomerates, observing the rules set forth in the Company's Policy for Transactions with Related Parties. Any participation of the counterparty, its partners or managers in the Company's decision-making process about the transaction or negotiation of the transaction as representatives of the Company, describing such participation: there was none. Recurrence: Considering that this is a recurring transaction, carried out in the normal course of the business of the parties involved and in accordance with the same negotiation and approval process provided for in the Operating Agreement, new transactions involving the transaction described above will not be disclosed again by the Company, during this fiscal year, as authorized by Article 2-A, sole paragraph, of Attachment F, of CVM Resolution 80/22. The total estimated amount for the remuneration related to this transaction between related parties during the fiscal year 2026 is approximately BRL 441 million. São Paulo (SP), April 1, 2026. Gustavo Lopes Rodrigues Investor Relations Officer

FAQ

What related party transaction did Itaú Unibanco (ITUB) disclose?

Itaú Unibanco disclosed an operating agreement with Itaú Unibanco S.A. and Porto Seguro companies to promote and sell Porto Seguro insurance through Itaú channels. The agreement includes monthly remuneration and is treated as a related party transaction under CVM Resolution 80/22.

Who are the counterparties in Itaú Unibanco’s related party deal with Porto Seguro?

The transaction involves Itaú Unibanco Holding S.A. and Itaú Unibanco S.A. on one side, and Porto Seguro S.A., Porto Seguro Seguros Del Uruguay S/A, and Azul Companhia de Seguros Gerais on the other. These Porto Seguro entities are described as affiliates of Itaú Unibanco.

How much is the Itaú Unibanco–Porto Seguro related party transaction worth in 2026?

The agreement’s remuneration exceeded BRL 50 million and is estimated at approximately BRL 441 million for fiscal year 2026. This amount reflects expected payments tied to the operating agreement for promoting and selling Porto Seguro insurance through Itaú Unibanco channels.

How does Itaú Unibanco justify the terms of the Porto Seguro related party agreement?

Management states the transaction complies with commutative conditions and aligns with the strategic premises of both conglomerates. They note it follows the company’s Policy for Transactions with Related Parties and is governed by the existing Operating Agreement entered into and currently in force.

Will Itaú Unibanco disclose future similar related party transactions with Porto Seguro in 2026?

The company indicates this is a recurring transaction in the normal course of business and, under CVM Resolution 80/22, similar transactions under the same Operating Agreement will not be disclosed again during fiscal year 2026, given the established negotiation and approval process.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 3.1 KB