← Back to BSBR filing summaryOriginal filing text · Part I
Item 5 — Management's Discussion and Analysis
Banco Santander (brasil) S.a. · 20-F · FY 2025 · Period ended Dec 31, 2025
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
5A. Operating Results
The following discussion of our financial
condition and results of operations should be read in conjunction with our consolidated financial statements for the years ended December
31, 2025, 2024 and 2023 and the related notes thereto, and with the financial information presented under the section entitled “Item
3. Key Information—A. Selected Financial Data” included elsewhere in this annual report. The preparation of the consolidated
financial statements referred to in this section required the adoption of assumptions and estimates that affect the amounts recorded
as assets, liabilities, revenue and expenses in the years and periods presented and are subject to certain risks and uncertainties. Our
future results may vary substantially from those indicated because of various factors that affect our business, including, among others,
those mentioned in the sections “Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors,”
and other factors discussed elsewhere in this annual report. Our consolidated financial statements for the years ended December 31, 2025,
2024 and 2023, prepared in accordance with IFRS as issued by the IASB and the report of our independent registered public accounting
firm are included in “Item 18. Financial Statements.”
148
Table of Contents
Financial Presentation
We have prepared our consolidated financial
statements for the years ended December 31, 2025, 2024 and 2023 in accordance with IFRS, as issued by the IASB and interpretations issued
by the IFRS Interpretation Committee. See “Presentation of Financial and Other Information” for additional information.
Principal Factors Affecting Our Financial Condition and
Results of Operations
Brazilian Macroeconomic Environment
As
a Brazilian bank, we are significantly affected by the general economic environment in Brazil. While Brazilian GDP increased in 2025,
driven by fiscal incentives granted by the Brazilian government, historically low
unemployment levels and a strong
performance in certain economic sectors, we cannot assure you that this trend will continue, especially given persistent fiscal challenges,
elevated interest rates, global economic uncertainties, and
inflationary pressures influenced
by domestic and international factors.
The
Brazilian economic environment has historically been characterized by significant variations in economic growth, inflation and currency
exchange rates. Our results of operations and financial condition are influenced by these factors and the effect that these factors have
on employment rates, the availability of credit and average wages in Brazil. The following table presents key data of the Brazilian economy
for the periods indicated:
As of and For the Year Ended December 31,
2025 2024 2023
GDP growth(1) 2.2 % 3.4 % 3.2 %
CDI Rate 14.4 % 10.9 % 13.0 %
TJLP 9.1 % 7.6 % 6.6 %
SELIC rate 15.00 % 12.25 % 11.75 %
Selling exchange rate (at period end) R$ per U.S.$1.00 5.5024 6.1923 4.8413
Depreciation (appreciation) of the real against the U.S. dollar (11.4) % 27.6 % (7.2) %
Average real to U.S. exchange rate per U.S.$1.00(2) 5.5855 5.3895 4.9953
Inflation (IGP-M) (1.0) % 6.5 % (3.2) %
Inflation (IPCA) 4.3 % 4.8 % 4.6 %
Sources: BNDES, Brazilian Central Bank, FGV and IBGE.
(1) GDP growth for 2025 is based on Santander Brasil’s internal estimates. For 2024, the source is the IBGE’s revised series.
(2) Average of the selling exchange rate for the business days during the period.
Despite
the approval of a new fiscal framework and some measures to increase tax revenues, prospects for public expenditures to continue growing
over time and for the economy to slow down into the future have stoked fears in financial markets about Brazil’s already high public
debt. This has resulted in a persistent risk premium, a limitation in the room for the Brazilian real to strengthen and volatility
in financial asset prices. Brazil’s economy was also severely affected by the COVID-19 pandemic starting in 2020. Brazilian GDP
recovered to an extent in 2021, in part as a result of Brazil’s ongoing vaccination program and the relaxation of certain restrictions
allowing a progressive resumption of economic activities, as set out under “—Impact of COVID-19” below, but considerable
uncertainty remains as to the duration and severity of the COVID-19 pandemic and its economic effects. In 2022, the relaxation of COVID-19
restrictions and continued fiscal incentives granted by Brazilian government supported Brazilian GDP growth, which reached 3.0% in 2022.
In 2023, fiscal incentives continued to have an important effect, but the contribution of a record harvest of grains was key for the Brazilian
GDP to have increased 3.2% in the period. In 2024, in response to the payment of a sizeable volume of delayed court-ordered debts in the
first half of 2024, the maintenance of fiscal incentives, historically low unemployment levels and a strong performance in certain economic
sectors, the Brazilian economy grew 3.4%.
149
Table of Contents
In
2025, Brazil faced high inflation, elevated interest rates, a less favorable global economic environment and continued geopolitical uncertainty
stemming from the war in Ukraine and tensions in the Middle East. In addition, commodity-related sectors did not contribute to economic
growth to the same extent as in the recent past, and monetary policy remained tight as inflation stayed above the target range and fiscal
pressures persisted. As a result of these factors, GDP growth in 2025 was lower than in 2024. Any slowdown in Brazil’s economic
growth, or adverse changes in interest rates, unemployment levels or general price stability, could adversely affect our business, financial
condition and results of operations. In 2026, Brazil’s macroeconomic environment is expected to be characterized by moderate growth,
supported by residual fiscal stimulus and the initial phase of monetary easing. Even so, activity remains constrained by high structural
capital costs, tighter credit conditions and a smaller statistical carry-over from the previous year. Inflation continues to ease gradually,
driven by lower food prices and the lagged effects of restrictive monetary policy, although projections and expectations remain above
the official target range. The labor market shows early signs of softening after several years of resilience, and the exchange rate is
likely to operate under a more volatile global backdrop as the broad depreciation of the U.S. dollar observed in 2025 is not expected
to continue.
Externally,
Brazil’s financing needs should decline as import growth moderates and foreign direct investment remains solid, but the international
environment remains less favorable due to slower global growth, persistent geopolitical fragmentation and mixed commodity dynamics. At
the same time, fiscal challenges persist, with public debt expected to rise further despite compliance with the fiscal framework. Any
deterioration in economic activity, higher-than-expected inflation or interest rates, reduced credit availability or increased
volatility in global markets could adversely affect Brazil’s macroeconomic outlook and, consequently, our business, financial condition
and results of operations.
For
more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Brazil and Macroeconomic and Political
Conditions in Brazil and Globally—Inflation, government efforts to control inflation, and changes in interest rates may hinder the
growth of the Brazilian economy and could have an adverse effect on us.”
War in Ukraine
and uncertainties following the ceasefire agreement in the Middle East
The
persistence of the war between Russia and Ukraine has continued to cause humanitarian problems in Europe as well as volatility in financial
markets globally, heightened inflation, shortages and increases in the prices of energy, oil, gas and other commodities. In response to
the war in Ukraine, several countries, including the United States, the European Union member states, the United Kingdom and other UN
member states, have imposed severe sanctions on Russia and Belarus. Furthermore, we believe that the risk of cyberattacks on companies
and institutions has increased and could increase even further as a result of the above-mentioned conflicts and in response to the sanctions
imposed, which could adversely affect our ability to maintain or enhance our cybersecurity and data protection measures. The continuance
or escalation of the war, including any extension to other countries in the region, has led to, and could continue to lead to, further
increases in energy prices, including oil and gas (particularly if supplies to Europe are interrupted), and inflationary pressures, which
in turn could lead to higher interest rates and market volatility. In addition, the war has exacerbated supply chain problems, particularly
for those businesses most sensitive to rising energy prices. The war and its effects have exacerbated and could continue to exacerbate
the slowdown in the global economy and could negatively affect the ability of some of our customers to meet their obligations, especially
those with more exposure to the Russian or Ukrainian markets.
The
conflict between Israel and Hamas has also stoked fears about a broader war in the Middle East and the impact this could have on the global
economy generally and oil markets in particular.
While
we do not have a physical presence in Russia, Ukraine or in the Middle East, and our direct exposure to Russian, Ukrainian or Middle Eastern
markets and assets is not material, the impact of the war in Ukraine and uncertainties following the ceasefire agreement in the Middle
East, and the related sanctions imposed on global markets and institutions, the impact on macroeconomic conditions generally, and other
potential future geopolitical tensions and consequences arising from the war remain uncertain and may exacerbate our operational risk.
For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Brazil and Macroeconomic Conditions
in Brazil and Globally—Geopolitical conflicts and related uncertainties, such as the continuance or escalation of the war in Ukraine
and the uncertainties following the ceasefire agreement in the Middle East, could materially affect our financial position and increase
our operational risk.”
150
Table of Contents
Interest
rates
In 2021,
the Brazilian Central Bank began a monetary tightening cycle in response to rising inflation, the depreciation of the real, and
a perception of recovery in certain economic activities following the easing of COVID-19-related restrictions. The SELIC rate increased
from 9.25% as of December 31, 2021, to 13.75% as of December 31, 2022 (the highest level since the end of 2016). In 2023, the Brazilian
Central Bank initiated an easing cycle as inflationary pressures subsided, reducing the SELIC rate to 11.75% as of December 31, 2023.
The easing continued into the first half of 2024, with the SELIC rate reaching 10.50% in May 2024. However, inflationary pressures resurfaced
in mid-2024, driven by adverse climatic conditions affecting food and energy prices, a significant devaluation of the real following
the U.S. presidential election, and persistent fiscal challenges in Brazil. In response, the Brazilian Central Bank resumed tightening
monetary policy, increasing the SELIC rate to 11.25% in November 2024 and 12.25% in December 2024. These adjustments reflect the Brazilian
Central Bank’s efforts to balance inflation control with economic stability amid elevated interest rates globally and domestic
economic concerns. In 2025, the Brazilian Central Bank continued to raise the SELIC rate, which reached 15.00% in mid-2025, as part of
its efforts to address elevated inflation and inflation expectations. The SELIC rate was maintained at that level through the end of
2025. As of the date of this annual report, the SELIC rate is 15.00%.
An
increase in the SELIC rate may adversely affect us by reducing the demand for our credit and investment products, increasing funding costs,
and increasing in the short run the risk of default by our customers. Conversely, a decrease in the SELIC rate may have a positive impact
on our operations by promoting volume growth, even though it may also create pressure on asset-side spreads, while liability spreads should
remain stable or even improve.
The
following table presents the low, high, average and period end SELIC rate since 2021, as reported by the Brazilian Central Bank:
Low High(1) Average(2) Period-End
Year
2021 2.00 9.25 4.57 9.25
2022 9.25 13.75 12.57 13.75
2023 11.75 13.75 13.29 11.75
2024 10.50 12.25 10.91 12.25
2025 13.25 15.00 14.56 15.00
(1) Highest month-end rate.
(2) Average of month-end rates during the period.
Our assets are predominantly fixed rate
and our liabilities are predominantly floating. The resulting exposure to increases in market rates of interest is modified by our use
of cash flow hedges to convert floating rates to fixed, but we maintain an exposure to interest rate movements. For more information about
our market risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk.”
Credit Volume and Quality in Brazil
In 2023, outstanding credit increased at
a slower rate than in 2022 as the SELIC rate continued moving higher in that period. However, the ratio of nonperforming loans to individuals
managed to remain nearly unchanged as a result of an increase in the income stemming from tight labor market conditions and a government-sponsored
initiative for banks to renegotiate part of the credit in arrears (5.6% in 2023 as compared to 5.9% in 2022). In 2024, in response to
tight labor market conditions and the extension of fiscal incentives by the Brazilian federal government, outstanding credit expanded
10.9% as compared with the previous year, while the ratio of nonperforming loans to individuals fell to 3.5% (from 3.7% in December 2023).
However, this combination did not prevent an increase in the household debt burden in the period (24.2% in 2024 as compared to 23.8% in
2023). In 2025, higher interest rates, slower economic growth and renewed inflationary In 2025, higher interest rates, slower economic
growth and renewed inflationary indebtedness remained issues amid tighter monetary and fiscal conditions.
151
Table of Contents
As of December 31,
2025 2024 2023
(in billions of R$)
Total Credit Outstanding (1) 7,123 6,463 5,794
Earmarked credit 3,032 2,695 2,408
Non-earmarked based credit 4,090 3,768 3,386
of which:
Corporate 1,638 1,601 1,462
Individuals (retail) 2,453 2,167 1,924
(1) Some figures may be subject to revision by the Brazilian Central Bank.
Source: Brazilian Central Bank.
Foreign Exchange Rates
Our policy is to maintain limited foreign
exchange rate exposure by seeking to match foreign-currency-denominated assets and liabilities as closely as possible, including through
the use of derivative instruments. In 2025, we recorded foreign exchange negative exposure of R$44.0 million, compared to foreign exchange
exposure of R$34.0 million in 2024 and R$62.9 million in 2023. These results were due to the variation of the U.S. dollar against the
real on our asset and liability positions in U.S. dollar-denominated instruments during these years. These foreign exchange gains
and losses were offset in large part in each year by a corresponding loss or gain on derivatives entered into to hedge this exposure.
Such losses and gains are recorded under “Exchange differences (net).” For further information see “Item 5. Operating
and Financial Review and Prospects—A. Operating Results—Results of Operations for the Years Ended December 31, 2025, 2024
and 2023—Results of Operations—Gains (losses) on Financial Assets and Liabilities (net) and Exchange Differences (net).
The Brazilian currency has, during the
last decades, experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. In 2023, the
R$/U.S.$ exchange rate fluctuated between R$4.7202 and R$5.4459 per U.S.$1.00. As of December 31, 2023 the exchange rate was R$4.8413
per U.S.$1.00. The exchange rate experienced significant volatility in 2024, driven by international factors (such as uncertainty about
the conduct of monetary policies in advanced economies and the aggravation of geopolitical tensions) and domestic issues (such as concerns
regarding fiscal policy and delays in the approval of important legislative measures), fluctuating between R$4.5293 and R$6.1991 per U.S.$1.00.
In 2025, the real continued to exhibit volatility in response to global financial conditions and domestic fiscal concerns, with
the exchange rate fluctuating between R$5.2729 and R$6.2086 per U.S. $1.00. As of December 31, 2025, the exchange rate was R$5.5024 per
U.S.$1.00.
Depreciation of the real relative
to the U.S. dollar has created additional inflationary pressures in Brazil, which has led to increases in interest rates and limited Brazilian
companies’ access to foreign financial markets, and prompted the adoption of recessionary policies by the Brazilian government.
In 2023, as inflationary pressures of 2022 decreased, the Brazilian Central Bank began to reduce the SELIC rate from 13.75% (the highest
level since the end of 2016) to 10.50% in May 2024. Depreciation of the real due to international and domestic issues combined
with inflationary pressures resulting from adverse climate events affecting food and energy supplies, led the Brazilian Central Bank to
resume a monetary tightening cycle in September 2024, which pushed the SELIC rate up to 15.0% by mid-2025. In 2025, the SELIC rate stood
at 15.00% as the Brazilian Central Bank maintained a restrictive monetary stance in light of persistent inflationary pressures and exchange-rate
volatility.
Inflation
In recent years, inflation has oscillated
around the CMN’s target, set annually by the CMN. However, recent inflationary shocks have pushed Brazil’s inflation rate
above the target in the past few years. From 2005 to 2018, the target level was 4.5%, with a tolerance interval of 2.0 percentage points
until 2016, when the tolerance band was narrowed to 1.5 percentage points. The CMN subsequently lowered the target to 4.25% in 2019, with
0.25 percentage point decreases implemented annually until it reaches 3.00%. In June 2023, the CMN made the 3.00% inflation target permanent
for subsequent years.
152
Table of Contents
In 2019, as a result of temporary price
shocks affecting edible items, inflation ended the year slightly above the targeted level, at 4.31%. In 2020, inflation increased to 4.5%.
In 2021, inflation continued to accelerate and reached 10.06% at the end of the year, as a result of several shocks that ranged from problems
in global supply chains – which increased prices at the wholesale level – to climate setbacks – which hit energy and
foodstuff prices –, as well as continued depreciation of the Brazilian real. Similarly to what happened in the beginning
of 2018, the Brazilian Central Bank delivered a letter to the CMN explaining why it failed to meet the inflation target and what actions
would be implemented to ensure that inflation would converge to target in coming years. In 2022, inflationary pressures escalated in Brazil,
including as a result of the ongoing war between Ukraine and Russia, supply chain issues, the continued COVID-19 pandemic (particularly
in China) and increases in energy prices. As a result, inflation peaked in 2022 at multiple-year highs of 12.1% in Brazil in April 2022
(as measured by the IPCA in year-over-year terms) and 9.1% in the United States in June 2022 (as measured by the Consumer Price Index),
the highest levels since 2003 in Brazil and 1981 in the United States. Accumulated inflation for the year ended December 31, 2022, was
5.79% in Brazil and 6.5% in the United States. This resulted in tighter monetary policy by the Brazilian Central Bank, which increased
the SELIC rate from a low of 2.0% as of the end of 2020 to 13.75% as of August 2022, a level at which it remained until August 2023, when
the Brazilian Central Bank decided to start loosening monetary policy as inflation began to improve as a result of favorable climatic
conditions that lowered the prices of foodstuffs and the delayed effects of the Brazilian Central Bank’s tightening of monetary
policy. Accumulated inflation for the year ended December 31, 2023, was 4.6% in Brazil, although it remained above the targeted level
of 3.25% set by the CMN. In early 2024, inflation initially followed a downward trend and reached as low as 3.7% in April 2024. However,
inflation increased again during 2024 as a result of droughts which disrupted food supplies, increases in energy prices rose, and the
depreciation of the real due to both domestic factors, including fiscal challenges, and global factors such as U.S. monetary policy
and trade tensions. As a result, inflation reached 4.8% by the end of 2024, above the 3.0% target set by the CMN.
In 2025, inflation remained elevated relative
to the CMN’s target range, reflecting the combined effects of persistent services inflation, exchange-rate volatility and continued
pressures on food and energy prices. Accumulated inflation for the year ended December 31, 2025 was 4.3%, compared to 4.8% in 2024.
The majority of our income, expenses,
assets and liabilities are directly tied to interest rates. Therefore, our results of operations and financial condition are affected
by inflation, interest rate fluctuations and related government monetary policies, all of which may materially and adversely affect the
growth of the Brazilian economy, our loan portfolios, our cost of funding and our income from credit operations. We estimate that, in
2025, a 1.0% increase or decrease in the base interest rate would have resulted in a decrease or increase, respectively, in our net interest
income of R$369 million within a one-year period. Any changes in interest rates may negatively impact our business, financial condition
and results of operations. In addition, increases in base interest rates may adversely affect us by reducing the demand for our credit
and investment products, increasing funding costs, and increasing in the short run the risk of default by our customers.
Inflation adversely affects our personnel
and other administrative expenses that are directly or indirectly tied to inflation indexes, such as the IPCA, and the IGP-M. For example,
considering the amounts in 2025, each additional percentage point change in inflation would impact our personnel and other administrative
expenses by approximately R$116 million and R$88 million, respectively.
Reserve and Lending Requirements
The requirements set by the Brazilian
Central Bank for reserves and credit has a significant impact on the results of operations of the financial institutions in Brazil. Increases
or decreases in such requirements may have an impact on our results of operations by limiting or expanding the amounts available for commercial
credit transactions.
153
Table of Contents
The table below shows the requirements
for reserves and credit to which we are subject for each financing category:
Product As of December 31, 2025 As of December 31, 2024 Form of Required Reserve Yield
Demand deposits
Rural credit loans(1) 31.50 % 31.50 % Loans Cap rate: 14.0% p.a.
Microcredit loans(2) 2.00 % 2.00 % Loans Cap rate: 4.0% p.m.
Reserve requirements(3) 21.00 % 21.00 % Cash Zero
Additional reserve requirements 0.00 % 0.00 % Cash n/a
Free funding(4) 45.50 % 45.50 %
Savings Accounts
Mortgage loans 65.00 % 65.00 % Loans Cap rate (SFH): TR + 12.0% p.a.
Reserve requirements(3) 15.00 % 20.00 % Cash TR + 6.17% or TR + 70.00% of the target SELIC
Additional reserve requirements 5.00 % 0.00 % Cash TR + 6.17% or TR + 70.00% of the target SELIC
Free funding(4) 15.00 % 15.00 %
Time deposits
Reserve requirements(3) 20.00 % 20.00 % Cash SELIC
In cash or other instruments 0.00 % 0.00 % Cash or other instruments n/a
In cash 0.00 % 0.00 % Cash n/a
Additional reserve requirements 0.00 % 0.00 % Cash n/a
Free funding(4) 80.00 % 80.00 %
(1) Rural credits are credits granted to farmers in the amount of R$20.3 billion and R$22.3 billion as of December 31, 2025 and 2024, respectively.
(2) Microcredit is a credit granted to very small businesses, with an open position of R$3.5 billion and R$3.3 billion as of December 31, 2025 and 2024, respectively.
(3) Deductions can be applied on reserve requirements. The Brazilian Central Bank details the possibility of any deduction on its website (Resolutions No. 189/2022, 188/2022 and 145/2021).
(4) Interest-free financing is the amount to be used on a free of interest basis for other purposes in each financing category.
Taxes
See “Item 4. Information on the
Company—B. Business Overview—Regulation and Supervision—Other Applicable Laws and Regulation—Taxation.”
Goodwill of Banco Real
We generated goodwill of R$27 billion
as a result of our acquisition of Banco Real in 2008. Under IFRS, we are required to analyze goodwill for impairment at least annually
or whenever there are indications of impairment. In 2025, 2024 and 2023, the recoverable goodwill amounts are determined from “value
in use” calculations. For this purpose, we estimate cash flow for a period of five years. We prepare cash flow estimates considering
several factors, including: (i) macroeconomic projections, such as interest rates, inflation and exchange rates, among others, (ii) the
performance and growth estimates of the Brazilian financial system, (iii) increased costs, returns, synergies and investment plans, (iv)
the behavior of customers, and (v) the growth rate of, and long-term adjustments to, cash flows. These estimates rely on assumptions
regarding the likelihood of future events, and changing certain factors could result in different outcomes. The estimate of cash flows
is based on valuations prepared by an independent research company, which is reviewed and approved by the board of directors. Amortization
of goodwill for tax purposes generates a permanent difference and, as a result, no record of the deferred tax liability.
154
Table of Contents
The following table shows the main assumptions
for the basis of valuation as of the dates indicated.
As of December 31,
2025 2024 2023
(Value in use: cash flows)
Main Assumptions(*)
Basis of valuation
Period of the projections of cash flows(1) 5 years 5 years 5 years
Growth rate(1) 4.0 % 4.5 % 5.4 %
Discount rate (2) 12.2 % 13.6 % 13.0 %
Discount rate before tax (2) 18.5 % 20.8 % 20.3 %
(1) The projections of cash flow are prepared using internal budget and growth plans of management, based on historical data, market expectations and conditions such as industry growth, interest rate and inflation.
(2) The discount rate is based on the capital asset pricing model.
(*)
A quantitative goodwill impairment test is performed annually. At the end of each exercise, an analysis
is carried out on the existence of appearances of disability. For the years 2025, 2024 and 2023, there was no evidence of impairment.
In the goodwill impairment test, carried out considering the December 2025 scenario, and whose discount rates and perpetuity growth are
the most sensitive assumptions for calculating the present value (value in use) of discounted future cash flows, it was found that these
continue to indicate the absence of impairment.
We performed a sensitivity test in the
goodwill impairment analysis considering the main assumptions that could reasonably be expected to possibly change, as required by the
IFRS. Accordingly, we applied such a test considering the discount rate and perpetuity growth rate as the main assumption subject to reasonably
possible change and we did not identify any impairment to goodwill.
Other Factors Affecting the Comparability of Our Results
of Operations
In addition, our results of operations
have been influenced and will continue to be influenced by the other transactions and developments discussed under “Item 4. Information
on the Company—A. History and Development of the Company—Important Events.”
Critical Accounting Policies
Our consolidated financial statements
have been prepared in accordance with IFRS as issued by the IASB.
General
Our main accounting policies are described
in note 2 to our audited consolidated financial statements. The following discussion describes areas that require use of certain critical
accounting estimates and the exercise of judgement regarding matters that are inherently uncertain and that impact our financial condition
and results of operations. In this regard, if management decides to change these estimates, or apply such estimates for different durations
a material impact on our financial condition and results of operations could result.
Management bases its estimates and judgments
on historical experience and on various other factors and circumstances, which are believed to be reasonable. Actual results may differ
from these estimates if assumptions and conditions change. Any judgments or changes in assumptions are submitted to the audit committee
and to our regulatory authorities and are disclosed in the related notes to our audited consolidated financial statements, included elsewhere
in this annual report.
155
Table of Contents
Fair Value of Financial Instruments
We record a financial asset as measured
at (i) fair value through profit or loss, (ii) fair value through other comprehensive income or (iii) amortized cost. In general, financial
liabilities are measured at amortized cost. Exceptions include financial liabilities measured at: (i) fair value through profit or loss,
(ii) other financial liabilities at fair value through profit or loss and (iii) financial liabilities designated as hedge items (or hedging
instruments) measured at fair value. See “Item 3. Key Information—A. Selected Financial Data—Balance Sheet Data.”
The fair value of a financial instrument
is the price that would be received to sell an asset, or the amount paid to transfer a liability between market participants, in a transaction
on the date of which fair value is measured, regardless of whether that price is directly observable or estimated using another valuation
technique.
In estimating the fair value of an asset
or a liability, we take into account relevant characteristics if market participants would also consider the same when pricing the asset
and liability at the time fair value is measured. An assumed transaction like this establishes an asset sale price or transfer cost for
the liability. In the absence thereof, price is established using valuation techniques commonly used by financial markets.
We use derivative financial instruments
for both trading and nontrading activities. The main types of derivatives used are interest rate swaps, options and future rate agreements;
foreign exchange forwards, futures, options, and swaps; cross-currency swaps; equity index futures; and equity options and swaps. The
fair value of exchange-traded derivatives is calculated based on published price quotations. The fair value of over-the-counter derivatives
is calculated as the sum of expected future cash flows arising from the instrument, discounted to the (“present value” or
“theoretical close”) at the date fair value is measured using techniques commonly applied by financial markets as follows:
• The present value method is used for financial instruments permitting static hedging (principally, forwards and swaps), loans and advances. This method uses expected future cash flows that are discounted through interest rate curves of the applicable currencies. These interest rate curves are generally observable market data.
• The Black-Scholes model is used to value financial instruments requiring dynamic hedging (principally structured options and other structured instruments). Certain observable market inputs are used in the model to generate variables such as the bid-offer spread, exchange rates, volatility, correlation between indexes and market liquidity, as appropriate.
• The present value method and the Black-Scholes model are used for valuing financial instruments exposed to interest rate risk, such as interest rate futures, caps and floors. Main inputs used in these models are principally observable market data, including appropriate interest rate curves, volatilities, correlations and exchange rates.
• The determination of fair value requires us to make certain estimates and assumptions. If quoted market prices are unavailable, fair value is then calculated using widely accepted pricing models that consider contractual terms and prices of the underlying financial instruments, yield curves, observable market data and other relevant factors. The use of different estimates or assumptions in these pricing models could lead to a different valuation being recorded in our consolidated financial statements.
See note 2e (i) to our audited consolidated
financial statements included elsewhere in this annual report for additional information on valuation techniques, details on our modeled
main assumptions and estimates and a sensitivity analysis for the valuation of financial instruments to those changes in main assumptions
and estimates and note 46.c.8 of our consolidated financial statements for a sensitivity analysis relating to the valuation of financial
instruments to those changes in main assumptions.
Impairment Losses on Financial Assets
Definition
A financial asset is considered impaired
when there is objective evidence that shows events have occurred which:
• give rise to an adverse impact on future cash flows estimated at the transaction date, in the case of debt instruments (loans and debt securities);
• for equity instruments, their carrying amount may not be fully recovered;
• arise from the violation of terms of loans; and
156
Table of Contents
• during the bankruptcy process.
As a general rule, the value adjustment
of impaired financial instruments is recognized in the consolidated income statement for the period in which the impairment becomes evident.
The reversal, if any, is recognized in the same manner for previous statements for which the impairment is reversed or reduced. Financial
assets are deemed to be impaired, and the accrued interest suspended, when there are reasonable doubts as to their full recovery and/or
the collection of the related interest for the amounts and on the dates indicated in the loan agreement after taking into account collateral
guarantees received to secure (fully or partially) the collection of related balances.
For all nonperforming past due assets,
any collections relating to impaired loans and advances are used to recognize the accrued interest. The remainder, if any, is applied
to reduce the principal amount outstanding Debt Instruments Carried at Amortized Cost.
Debt Instruments Carried at Amortized Cost
The impairment loss amount incurred for
determining a recoverable amount on a debt instrument measured at amortized cost is equal to the difference between its carrying amount
and the present value of its estimated future cash flows (excluding future credit losses not incurred). This cash flow is discounted to
the financial asset’s original effective interest rate (or the effective interest rate at initial recognition), which is presented
as a reduction of the asset balance and recorded on income statements.
In estimating the future cash flows of
debt instruments, the following factors are taken into account:
• all amounts that are expected to be obtained over the remaining life of the instrument, (such as provided guarantees);
• impairment loss considers the likelihood of collecting accrued interest receivable;
• various types of risk to which each instrument is subject;
• circumstances in which collections will foreseeably be made; and
• that cash flows are subsequently discounted using the instrument’s effective interest rate.
A debt instrument is impaired due to insolvency
when there is evidence of deterioration in the obligor’s ability to pay, either because such obligor is in arrears or for other
reasons. An example is recoverable losses resulting from a materialization of the insolvency risk of obligors (credit risk).
We have certain policies, methods and
procedures for minimizing our exposure to counterparty insolvency. These policies, methods and procedures are applied in the granting,
examination and documentation of debt instruments, contingent liabilities and commitments; identification of recoverable amounts and calculation
of amounts necessary to cover the related credit risk.
The procedures employed in the identification,
measurement, control and reduction of exposure to credit risk, are applied on an individual basis or through grouping similar credit risk
characteristics.
Customers with individual management include
wholesale segment customers, financial institutions and certain companies. Risk management is performed through an analysis complemented
by tools to support a decision-making model based on credit risk assessment using internal procedure.
Customers with standardized management
include individuals and companies not classified as individual customers. Risk management models are based on automated decision-making
and risk assessment procedures, which are complemented by teams of analysts specializing in credit risk. The credits related to standardized
customers are usually considered to be not recoverable when they have experience of historical loss and a delay greater than 90 days.
Methodology for Impairment Losses
We evaluate all loans in respect of the
provision for impairment losses from credit risk. Loans are either individually evaluated for impairment or collectively evaluated by
grouping similar risk characteristics for loans accounted as amortized cost. Loans that are individually evaluated for impairment losses
are not evaluated collectively.
157
Table of Contents
To measure the impairment loss on loans
individually evaluated for impairment, we consider borrower conditions, such as their economic and financial situation; level of indebtedness;
ability to generate income; cash flow; management; corporate governance and quality of internal controls; payment history; industry expertise;
and contingencies and credit limits. The characteristics of assets are also considered, which include: the nature and purpose; type; sufficiency
and liquidity level guarantees; total amount of credit; historical experience of impairment; and other circumstances known at the time
of evaluation.
To measure the impairment loss on loans
collectively evaluated for impairment, we segregate financial assets into groups considering the characteristics and similarity to credit
risk, or in other words, according to segment, the type of assets, guarantees and other factors associated such as the historical experience
of impairment and other circumstances known at the time of assessment.
Impairment loss is calculated using statistical
models that consider the following factors:
• Exposure at Default or “EAD,” is the amount of risk exposure at the date of default by the counterparty. In accordance with IFRS, the exposure at default used for this calculation is also the current exposure, as reported in the balance sheets.
• Probability of Default or “PD,” is the probability of the borrower failing to meet its principal and/or interest payment obligations, PD is measured using an annual time horizon to quantify the probability of the borrower defaulting in the coming year. A loan is in default if either the principal or interest is past due by ninety days or more or the loan is current but there are doubts as to the solvency of the counterparty (subjective doubtful assets).
• Loss Given Default, or “LGD,” is the loss arising in the event of default, LGD calculation is based on the net charge offs on defaulted loans, taking into account the guarantees/collateral associated with the loans, the income and expenses associated with the recovery process and the timing of default.
• Loss Identification Period, or “LIP,” is the time period between the occurrence of a loss event and the identification of an objective evidence of this loss. In other words, it represents the time horizon from the credit loss occurrence until the effective confirmation of such loss.
Moreover, prior to loans be written-off
(which is only done after the Bank has completed all recovery efforts and after about 360 days late), a fully registered provision (allowance
for loan losses) of the loan’s remaining balance applies. As a result, this provision fully covers the losses. Thus, the Bank understands
that its loan loss allowance methodology has been developed to meet its risk metrics and capture loans that could potentially become impaired.
Impairment
Certain assets, such as intangible assets,
including goodwill, equity method investments, financial assets not carried at fair value through profit or loss and other assets are
subject to impairment review. We record impairment charges when we believe there is objective evidence of impairment, or that the cost
of the assets may not be recoverable.
The assessment of what constitutes an
impairment is based on the following models:
We test goodwill for impairment on an
annual basis, or more frequently if events or changes in economic circumstances, such as an adverse change in Santander Brasil’s
business condition or observable market data, indicate that these assets may be impaired. The recoverable amount determination used in
the impairment assessment requires prices of comparable businesses, present value or other valuation techniques, or a combination thereof,
requiring management to make subjective judgments and assumptions. Events and factors that may significantly affect estimates include,
among other things, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures and technology,
and changes in discount rates and specific industry or market sector conditions. If an impairment loss is recognized for goodwill, it
may not be reversed in a subsequent period. The recognition of impairment is applicable when significant changes occur in the main estimates
used to evaluate the recoverable amounts of the cash-generating unit recoverable amount below the carrying amount. Based on the assumptions
described above, no impairment of goodwill was identified in 2025, 2024 and 2023. Given the level of uncertainty related to these assumptions,
our officers carry out a sensitivity analysis using reasonably possible changes in the key assumptions on which the recoverable amount
of the cash-generating units are based in order to confirm that the recoverable amounts still exceed the carrying amounts.
158
Table of Contents
All debt and equity securities (other
than those carried at fair value through profit or loss) are subject to impairment testing every reporting period. The carrying value
is reviewed in order to determine whether an impairment loss has been incurred.
Evaluation for impairment includes both
quantitative and qualitative information. For debt securities, such information includes actual and estimated incurred credit losses indicated
by payment default, market data on (estimated) incurred losses and other current evidence that the issuer may not pay amounts when due.
Equity securities are impaired when management believes that, based on a significant or prolonged decline of fair value below the acquisition
price, there is sufficient reason to believe that the acquisition cost may not be recovered, “Significant” and “prolonged”
are interpreted on a case-by-case basis for specific equity securities.
Upon the impairment of either debt or
equity instruments, the amount considered as effective loss is recognized in profit or loss. In addition, we did not identify any impairment
of property, plant and equipment in 2025, 2024 and 2023 (see notes 14, 13 and 12, respectively, to our audited consolidated financial
statements included elsewhere in this annual report).
Post-employment Benefit Plan
The post-employment benefit plan includes
the following obligations undertaken by us: (i) to supplement the public social security system benefits, and (ii) medical assistance
in the event of retirement, permanent disability or death for eligible employees and their direct beneficiaries.
Defined Contribution Plan
A defined contribution plan is the post-employment
benefit plan for which we and our controlled entities as employers make pre-determined contributions to a separate entity and, in turn,
have no legal or constructive obligation to pay further contributions if the separate entity does not hold sufficient assets to honor
all benefits relating to the services rendered in the current and prior periods.
These contributions are recognized as
personnel expenses in the consolidated income statement.
Defined Benefit Plan
A defined benefit plan is the post-employment
benefit plan as is shown in note 21 to our audited consolidated financial statements. For this type of plan, the sponsoring entity’s
obligation is to provide the agreed benefits to employees, assuming the potential actuarial risk that benefits will cost more than expected.
The amendment of IAS 19 established fundamental
changes in the accounting for and disclosure of employee post-employment benefits such as removing the mechanism of the corridor approach
for recording of the obligation of the plans. Fundamental changes also include changes in the criteria for recognition of conventional
interest of plan assets (valuation based on the discount rate actuarial liability).
The adoption of this accounting policy
involved, fundamentally, full recognition of liabilities on account of actuarial losses (actuarial deficit) not recognized previously,
against the stockholders’ equity (Statements of Comprehensive Income).
Main Definitions:
• The present value of the defined benefit obligation is the present value of expected future payments required to settle the obligation resulting from employee service in the current and past periods, without deducting any plan assets.
• Deficit or surplus is: (a) the present value of the defined benefit obligation, less (b) the fair value of plan assets.
• The sponsoring entity may recognize the plan’s assets in the balance sheet when they meet the following characteristics: (i) the assets of the fund are sufficient to meet all employee benefit plan or sponsor obligations; or (ii) the assets are returned to the sponsoring entity in order to reimburse it for employee benefits already paid.
• Actuarial gains and losses are changes in present value of defined benefit obligation resulting from: (a) adjustments due to experience (the effects of differences between the actuarial assumptions adopted and what has actually occurred); and (b) effects of changes in actuarial assumptions.
159
Table of Contents
• Current service cost is the increase in the present value of the defined benefit obligation resulting from employee service in the current period.
• The past service cost is the change in present value of defined benefit obligation for employee service in prior periods resulting from a change in the plan or reductions in the number of employees covered.
Post-employment benefits are recognized
in the income statement within “Interest expense and similar charges” and “Provisions (net).”
The defined benefit plans are recorded
based on an actuarial study, and conducted by an external consultant, at the end of each year to therein be effective for the subsequent
period.
New Accounting Standards
The new IFRS standards effective after
January 1, 2025 are mentioned in our audited consolidated financial statements included in this annual report. For further information,
see note 1 to our audited consolidated financial statements included elsewhere in this annual report.
All accounting policies and measurement
bases with a material effect on the consolidated financial statements for 2025 were applied in the preparation of such financial statements.
Results of Operations for the Years Ended December 31, 2025,
2024 and 2023
Executive Summary – Santander Brasil Results at a
Glance
Total Income amounted to R$74,997 million in
2025, an increase of 1.7%, or R$1,239 million, in comparison with the year ended December 31, 2024, driven by an increase in net interest
income and fee commissions.
Consolidated Net Income totaled R$12,965 million
in the year ended December 31, 2025, a decrease of 3.3% compared to the year ended December 31, 2024, mainly due to (i) an increase in
other nonfinancial gains impacted by the joint venture transaction with the Pluxee Group in 2024; (ii) an increase in impairment losses
on financial assets due to systematic increase in family indebtedness and system delinquency driven by a higher interest rate, and (iii)
an increase in provisions, driven by higher labor contingencies.
Loan Portfolio to customers amounted to R$602,040
million as of December 31, 2025, an increase of 0.4% compared to December 31, 2024, mainly due to an increase in our loan portfolio for
consumer finance, SMEs (especially working capital) and individuals (especially credit cards and mortgages).
Credit risk exposure amounted to R$778.9 billion
as of December 31, 2025, an increase of 3.8% compared to December 31, 2024.
Credit Quality: the impaired assets to credit
risk exposure ratio was 6.3% for the year ended December 31, 2025, a 0.6 percentage points increase compared to the previous year.
Coverage ratio was 83.2% in the year ended December
31, 2025, a 1.2 percentage points decrease compared to the year ended December 31, 2024.
Our Basel Capital adequacy ratio was 15.4% in
the year ended December 31, 2025, an increase of 1.1 percentage points compared to the year ended December 31, 2024.
Deposits from customers and from the Brazilian
Central Bank decreased by 3.1% reaching R$740 billion in 2025, mainly due to lower customer demand deposits especially in current accounts,
reflecting a shift toward higher-yielding term instruments, both in Wholesale and Retail. Time deposits increased during the period, partially
offsetting the reduction in demand balances. Deposits from credit institutions also decreased, mainly due to lower interbank time deposits
and repurchase operations.
160
Table of Contents
Results of Operations
The following table presents our consolidated
results of operations for the years ended December 31, 2025, 2024 and 2023:
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Net interest income 57,634 56,679 46,884 1.7 20.9
Income from equity instruments 86 84 22 2.2 277.1
Income from companies accounted for by the equity method 458 313 239 46.4 30.8
Net fee and commission income (expense) 17,495 17,205 15,640 1.7 10.0
Gains (losses) on financial assets and liabilities (net) and exchange differences (net) 131 129 3,795 1.8 (96.6)
Other operating income (expenses) net (808) (652) (716) 24.0 (8.9)
Total income 74,997 73,757 65,864 1.7 12.0
Administrative expenses (20,938) (20,417) (19,563) 2.6 4.4
Depreciation and amortization (2,626) (2,731) (2,741) (3.9) (0.4)
Provisions (net) (4,979) (4,595) (4,424) 8.3 3.9
Impairment losses on financial assets (net) (29,540) (28,484) (28,008) 3.7 1.7
Impairment losses on other assets (net) (397) (252) (250) 57.2 0.9
Other nonfinancial gains (losses) 212 1,912 1,044 (88.9) 83.2
Operating income before tax 16,729 19,190 11,922 (12.8) 61.0
Income tax (3,764) (5,776) (2,423) (34.8) 138.4
Consolidated net income for the year 12,965 13,414 9,499 (3.3) 41.2
Consolidated Net Income for the Year
Our consolidated net income for the year
ended December 31, 2025, was R$12,965 million, a decrease of R$449 million, or 3.3%, as compared to our consolidated net income of
R$13,414 million for the year ended December 31, 2024, primarily due to (i) a decrease in other nonfinancial gains of R$1,700 million,
or 88.9%, impacted by the joint venture transaction with the Pluxee Group in 2024; (ii) an increase in impairment losses on financial
assets of R$1,056 million, or 3.7% due to systematic increase in family indebtedness and system delinquency driven by a higher interest
rate, and (iii) an increase in provisions of R$ 384 million, or 8.3%, driven by higher labor contingencies.
Our consolidated net income for the year
ended December 31, 2024, was R$13,414 million, an increase of R$3,915 million, or 41.2%, as compared to our consolidated net income
of R$9,499 million for the year ended December 31, 2023, primarily due to (i) an increase in net interest income of R$9,795 million,
or 20.9%, to R$56,679 million in the year ended December 31, 2024 from R$46,884 million in the year ended December 31, 2023, driven by
the increase in net interest income in credit operations and better performance in market operations, despite the volatile macroeconomic
environment; (ii) an increase in net fee income of R$1,565 million, or 10.0%, to R$17,205 million in the year ended December 31, 2024
from R$15,640 million in the year ended December 31, 2023, driven by the higher results in capitalization, insurance and cash management.
161
Table of Contents
Net Interest Income
Net interest income for the year ended
December 31, 2025, was R$57,634 million, an increase of R$956 million, or 1.7%, from R$56,679 million for the year ended December 31,
2024. This increase was mainly due to an increase in income from: (i) deposit products, especially time deposits and demand deposits in
our individuals and SMEs businesses, and (ii) credit products, especially in our SMEs and consumer finance business, in each case driven
by growth in volume in products such working capital, auto loans and mortgages. This was partially offset by the negative sensitivity
to the increase of interest rates.
Average total earning assets in 2025 were
R$1,110,376 million, an increase of 4.4% from R$1,063,823 million in 2024. The main driver of this change was an increase in the average
amount of loans and advances to customers and loans and amounts due from credit institutions.
Net interest margin (net interest income
divided by average earning assets) in 2025 was 5.2% compared to 5.3% in 2024, impacted by higher share of new businesses in collateralized
products and focus on portfolios and segments with a lower credit risk, reflecting our strategy of seeking to increase net profitability.
Average total interest-bearing liabilities
in 2025 were R$888,931 million, an increase of 4.7%, from R$849,299 million in 2024.
Finally, the net interest spread (the
difference between interest on earning assets and the average cost of interest-bearing liabilities) was 2.7% in 2025, mainly due to a
shift in our credit portfolio mix toward customers with a better risk profile, partially offset by a lower cost of funding in deposits.
Net interest income for the year ended
December 31, 2024 was R$56,679 million, a 20.9% or R$9,795 million increase from R$46,884 million for the year ended December 31,
2023. This increase was mainly due to an increase in income from: (i) credit products, especially in our individuals and consumer finance
businesses, driven by growth in volume in products such as cards, payroll, auto loan and mortgage, and (ii) better performance in market
operations. This was partially offset by lower interest spreads, attributable to a shift in our portfolio mix toward customers with a
better risk profile and focus on collateralized products.
Average total earning assets in 2024 were
R$1,063,823 million, a 10.8% increase from R$959,769 million in 2023. The main driver of this change was an increase in the average amount
of loans and advances to customers and financial assets measured at fair value (i.e., debt and equity instruments).
Net interest margin (net interest income
divided by average earning assets) in 2024 was 5.3% compared to 4.9% in 2023, supported by the increase in the SELIC rate and a better
credit products mix, following our strategy of increasing the share of individual segments.
Average total interest-bearing liabilities
in 2024 were R$849,299 million, a 11.9% or R$90,386 million increase from R$758,913 million in 2023.
Finally, the net interest spread (the
difference between interest on earning assets and the average cost of interest-bearing liabilities) was 3.3% in 2024, mainly due to a
shift in our portfolio mix towards customers with a better risk profile.
Income from equity instruments
Income
from equity instruments for the year ended December 31, 2025 totaled R$86 million, an
increase of R$2 million from R$84 million for the year ended December 31, 2024.
Income from equity instruments for the
year ended December 31, 2024 totaled R$84 million, a R$61 million increase from R$22 million for the year ended December 31,
2023.
Income from Companies Accounted for by the Equity
Method
Income from companies accounted for by
the equity method for the year ended December 31, 2025 was R$458 million, an increase of R$145 million from R$313 million for the
year ended December 31, 2024, mainly due to an increase of R$58 million in the results of Pluxee, R$42 million in the results of
Banco RCI and R$28 million in the results of Webmotors.
162
Table of Contents
Income from companies accounted for by
the equity method for the year ended December 31, 2024 was R$313 million, a R$74 million increase from R$239 million for the year
ended December 31, 2023, mainly due to an increase of R$53 million in the results of Pluxee (which we acquired in 2024) and R$29
million in the results of Banco RCI.
Net fee and commission income
Net fee and commission income for the
year ended December 31, 2025 was R$17,495 million, an increase of R$290 million, or 1.7%, compared to R$17,205 million for the year
ended December 31, 2024. This increase was primarily driven by: (i) insurance and capitalization, supported by improved loan performance,
particularly in consumer, and launch of new products; (ii) credit and debit cards, reflecting growth in transaction volumes and customer
spending; and (iii) asset management and pension funds due to higher volumes of assets under management and of pension funds.
Net fees and commissions from credit and
debit cards totaled R$4,508 million for the year ended December 31, 2025, an increase of 2.1% compared to the year ended December 31,
2024. This was primarily due to growth in transaction volumes and customer spending.
Net fees and commissions from asset management
and pension funds totaled R$2,271 million for the year ended December 31, 2025, an increase of 3.3% compared to the year ended December 31,
2024. This was primarily due to higher volumes.
Net fees and commissions from insurance
and capitalization totaled R$4,973 million for the year ended December 31, 2025, an increase of 4.9% compared to the year ended December 31,
2024. This was primarily due to improved loan performance and launch of new products.
Net fee and commission income for the
year ended December 31, 2024 was R$17,205 million, a 10.0% or R$1,565 million increase compared to R$15,640 million for the year
ended December 31, 2023. This increase was primarily attributable to: (i) credit and debit cards, mainly due to increases in our
customer base, number of transactions and customer spending, (ii) insurance and capitalization, reflecting the improved performance in
loans (especially in consumer), and (iii) asset management and pension funds.
Net fees and commissions from asset management
and pension funds totaled R$2,199 million for the year ended December 31, 2024, an increase of 10.5% compared to the year ended December 31,
2023.
Net fees and commissions from insurance
and capitalization totaled R$4,741 million for the year ended December 31, 2024, an increase of 10.2% compared to the year ended
December 31, 2023.
Net fees and commissions from credit and
debit cards totaled R$4,414 million for the year ended December 31, 2024, an increase of 24.2% compared to the year ended December 31,
2023.
The following table reflects the breakdown
of net fee and commission income for the years ended December 31, 2025, 2024 and 2023:
For the Year Ended December 31
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Current account services 3,169 3,314 3,255 (4.4) 1.8
Collection and payment services 1,803 1,738 1,801 3.7 (3.5)
Insurance and capitalization 4,973 4,741 4,303 4.9 10.2
Asset Management and pension funds 2,271 2,199 1,990 3.3 10.5
Credit and debit cards 4,508 4,414 3,554 2.1 24.2
Capital markets 1,147 1,178 1,183 (2.6) (0.4)
Trade finance 1,936 1,858 1,926 4.2 (3.5)
Tax on services (806) (855) (758) (5.7) 12.8
Others (1,506) (1,382) (1,613) 9.0 (14.3)
Total 17,495 17,205 15,641 1.7 10.0
163
Table of Contents
Gains (losses) on financial assets and liabilities
(net) and exchange differences
Gains
on financial assets and liabilities (net) and exchange differences (net) for the year ended December 31, 2025 amounted
to R$131 million, an increase of R$2 million compared to a gain of R$129 million for the year ended December 31, 2024.
This variation is mainly due to financial assets measured at fair value through profit or loss, a R$641 million loss as of December 31,
2024 compared to a gain of R$7,890 million as of December 31,
2025.
Gains on financial assets and liabilities
(net) and exchange differences (net) for the year ended December 31, 2024 amounted to R$129 million, a decrease of R$3,666 million
compared to a gain of R$3,795 million for the year ended December 31, 2023. This variation is mainly due to lower gains with financial
assets measured at fair value through profit or loss, of R$3,441 million as of December 31, 2023 compared to a loss of R$641 million as
of December 31, 2024.
For further information, see notes 36
and 37 to our audited consolidated financial statements included elsewhere in this annual report.
Other Operating Income/Expenses
Other operating expenses for the year
ended December 31, 2025, amounted to R$808 million, an increase of R$156 million compared to expenses of R$652 million for the year
ended December 31, 2024, mainly due to higher operating expenses related to the growth of business activity and deposits portfolio.
Other operating expenses for the year
ended December 31, 2024 amounted to R$652 million, a decrease of R$64 million compared to expenses of R$716 million for the year
ended December 31, 2023, mainly due to lower operational expenses.
Administrative Expenses
Administrative expenses for the year ended December 31,
2025 were R$20,938 million, an increase of R$522 million compared to expenses of R$20,417 million for the year ended December 31,
2024, mainly due to the increase in expenses with wages and salaries and related technology and systems and per diem expenses and travel
expenses as a result of the increase in inflation in the period and the growth of our business.
Administrative expenses for the year ended
December 31, 2024 were R$20,417 million, a R$854 million increase compared to expenses of R$19,563 million for the year ended December 31,
2023, mainly due to the increase in expenses with wages and salaries and related technology and systems, per diem expenses and travel
expenses, and other administrative expenses as a result of the increase in inflation in the period and the growth of our business.
Personnel expenses increased by R$101
million for the year ended December 31, 2025, mainly due to higher employee wages and salaries deriving from our collective bargaining
with employees in 2024, which impacted the first eight months of 2025, and our 2025 collective bargaining agreement, which impacted the
final four months of the year.
Personnel expenses increased by R$784
million for the year ended December 31, 2024, mainly due to higher employee wages and salaries deriving from our collective bargaining
with employees in 2023, which impacted the first eight months of 2024, and our 2024 collective bargaining agreement, which impacted the
final four months of the year.
164
Table of Contents
The following table sets forth our personnel
expenses for each of the periods indicated:
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Wages and salaries 7,242 7,087 6,640 2.2 6.7
Social security costs 1,713 1,692 1,654 1.2 2.3
Benefits 1,771 1,753 1,659 1.0 5.7
Training 67 68 62 (2.1) 10.3
Other personnel expenses 907 997 799 (9.0) 24.8
Total 11,699 11,598 10,814 0.9 7.3
Other administrative expenses increased by R$420
million to R$9,239 million for the year ended December 31, 2025, from R$8,819 million for the year ended December 31, 2024, mainly
as a result of greater expenses with technology and systems and per diem expenses and travel expenses
as a result of the increase in inflation in the period and the growth of our business.
Other administrative expenses increased
R$70 million to R$8,819 million for the year ended December 31, 2024, from R$8,749 million for the year ended December 31, 2023,
mainly as a result of greater expenses with technology and systems, per diem expenses and travel expenses and other administrative expenses,as
a result of the increase in inflation in the period and the growth of our business.
The following table sets forth our other
administrative expenses for each of the periods indicated:
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Specialized and technical services 2,486 2,414 2,397 3.0 0.7
General maintenance expenses 818 878 896 (6.8) (2.0)
Technology and systems 3,015 2,410 2,384 25.1 1.1
Advertising 483 516 522 (6.5) (1.1)
Communications 282 351 502 (19.6) (30.0)
Per diems and travel expenses 215 201 163 6.8 23.4
Taxes other than income tax 142 154 173 (8.0) (11.0)
Surveillance and cash courier services 384 474 525 (19.1) (9.6)
Insurance premiums 26 25 27 3.7 (5.5)
Other administrative expenses 1,388 1,394 1,160 (0.5) 20.2
Total 9,239 8,819 8,749 4.8 0.8
The efficiency ratio, which we calculate
as total administrative expenses divided by total income, increased to 27.9% in the year ended December 31, 2025, as compared to
27.7% for the year ended December 31, 2024. This increase of 0.2 percentage points in the ratio is primarily due to the growth of
our costs outpacing the growth of our margin.
The efficiency ratio decreased to 27.7% in the
year ended December 31, 2024, as compared to 29.7% for the year ended December 31, 2023. This decrease of 2.0 percentage points
in the ratio is primarily due to higher growth in net income (driven by net interest income and net fee income) and an increase in costs
driven by inflation.
165
Table of Contents
Depreciation and Amortization
Depreciation and amortization for the year ended
December 31, 2025 was R$2,626 million, a decrease of R$105 million, or 3.9%, from R$2,731 million for the year ended December 31,
2024, primarily due to impact on hardware due to the end of amortization and changes in the extended useful life of some items.
Depreciation and amortization for the
year ended December 31, 2024 was R$2,731 million, a 0.4% or R$10 million decrease from R$2,741 million for the year ended December 31,
2023, primarily due to higher expenses with amortization of software items, resulting from investments made in this period.
Provisions (Net)
Provisions principally include provisions
for tax, civil, and especially labor claims. Provisions (net) totaled R$4,979 million for the year ended December 31, 2025, an increase
of R$383 million, or 8.3%, compared to R$4,595 million for the year ended December 31, 2024, mainly due to an increase in labor contingencies.
Provisions principally include provisions
for tax, civil, and especially labor claims. Provisions (net) totaled R$4,595 million for the year ended December 31, 2024, a 3.9%
or R$171 million increase compared to R$4,424 million for the year ended December 31, 2023, mainly due to an increase in labor and
civil contingencies.
Impairment Losses on Financial Assets (Net)
Impairment
losses on financial assets (net) for the year ended December 31, 2025 were R$29,540 million, an increase of R$1,056 million compared
to R$28,484 million for the year ended December 31, 2024. This increase reflects continued growth of our loan portfolio—particularly
in SMEs, Auto Finance and Real Estate—combined with a disciplined and forward-looking approach to risk management, including prudent
reserve strengthening among Individuals, especially in lower-income segments, and within Corporate & SMEs, primarily smaller companies.
Impairment
losses on financial assets (net) for the year ended December 31, 2024 were R$28,484 million, an R$476 million increase compared to R$28,008
million for the year ended December 31, 2023, which was primarily due to growth in our retail portfolio, and the effects of challenging
macroeconomic conditions on our SME portfolio.
Our credit risk exposure increased by
R$28.5 billion to R$778.9 billion as of December 31, 2025, compared to R$750.4 billion as of December 31, 2024. Furthermore, our impaired
assets increased by R$6.7 billion from R$42.2 billion as of December 31, 2024 to R$48.9 billion as of December 31, 2025.
Our
credit risk exposure increased by R$30.5 billion to R$750.4 billion as of December 31, 2024 compared to R$719.9 billion as of December
31, 2023. Furthermore, our impaired assets increased R$2.4 billion from R$39.9 billion as of December 31, 2023 to R$42.2 billion for the
year ended December 31, 2024.
See also “Item 4. Information on
the Company—B. Business Overview—Selected Statistical Information—Allowance for Loan Losses—Impaired Asset Ratios”
for a table showing our ratio of impaired assets to total credit risk exposure and our coverage ratio as of December 31, 2025, 2024
and 2023.
Impaired Assets by Type of Loan
The following table shows our impaired assets
by type of loan as of December 31, 2025, 2024 and 2023.
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Commercial and industrial 17,291 13,175 16,292 31.2 (19.1)
Real estate 1,809 1,736 1,352 4.2 28.4
Installment loans to individuals 29,779 27,284 22,239 9.1 22.7
Lease financing 21 47 4 (56.2) 1191.4
Total 48,900 42,242 39,887 15.8 5.9
For a discussion of the evolution in
impairment in our lending portfolios and our methodology for loan loss allowances with respect to the following lending portfolios, see
“Item 4. Information on the Company—B. Business Overview—Selected Statistical Information—Allowance for Loan
Losses—Methodology for Impairment Losses.” See also “Item 3. Key Information—D. Risk Factors—Risks Relating
to Brazil and Macroeconomic and Political Conditions in Brazil and Globally—The financial problems faced by our customers could
adversely affect us.”
166
Table of Contents
Commercial
and Industrial
Impaired assets in the commercial and
industrial loans portfolio amounted to R$17,291 million as of December 31, 2025, an increase of R$4,116 million, or 31.2%, compared to
R$13,175 million as of December 31, 2024. This increase reflects continued growth in the SMEs portfolio, combined with a more challenging
credit environment—driven by higher-for-longer interest rates—affecting Corporate & SMEs, primarily smaller companies.
Impaired assets in the commercial and
industrial loans portfolio amounted to R$13,175 million as of December 31, 2024, a decrease of R$3,117 million, or 19.1%, compared to
R$16,292 million as of December 31, 2023. This decrease was mainly due to the restructuring of the indebtedness of a large customer in
our wholesale segment.
For further information, please see “Item
4. Information on the Company—B. Business Overview—Selected Statistical Information—Allowance for Loan Losses—Methodology
for Impairment Losses.”
Real Estate
Impaired assets in the real estate lending
portfolio totaled R$1,809 million as of December 31, 2025, an increase of R$73 million, or 4.2%, compared to R$1,736 million as of December
31, 2024. This was primarily due to a higher growth in this portfolio.
Impaired assets in the real estate lending
portfolio totaled R$1,736 million on December 31, 2024, an increase of R$384 million, or 28.4%, compared to R$1,352 million as of December
31, 2023. This increase was primarily due to the growth of this portfolio and challenging macroeconomic conditions.
For further information, please see “Item
4. Information on the Company—B. Business Overview—Selected Statistical Information—Allowance for Loan Losses—Methodology
for Impairment Losses.”
Installment Loans to Individuals
Impaired assets in the installment loans
to individuals lending portfolio totaled R$29,779 million as of December 31, 2025, an increase of R$2,495 million, or 9.1%, compared to
R$27,284 million as of December 31, 2024. This increase reflects continued growth in the Auto Finance and Real Estate portfolios, combined
with a more challenging credit environment affecting Individuals—particularly in lower-income segments.
Impaired assets in the installment loans
to individuals lending portfolio totaled R$27,284 million as of December 31, 2024, with an increase of R$5,045 million, or 22.7% compared
to R$22,239 million as of December 31, 2023. This increase was primarily due to the high growth of this portfolio, changes in the methodology
used to determine whether a loan is non-performing and challenging macroeconomic conditions affecting certain products such as rural.
For further information, please see “Item
4. Information on the Company—B. Business Overview—Selected Statistical Information—Short-Term Borrowings—Impaired
Assets—Methodology for Impairment Losses.”
Lease Financing
Impaired
assets in the lease financing lending portfolio totaled R$21 million as of December 31, 2025, a decrease of R$26 million compared to
R$47 million as of December 31, 2024.
Impaired assets in the lease financing
lending portfolio totaled R$47 million on December 31, 2024, an increase of R$43 million compared to R$4 million as of December 31, 2023.
This increase in impaired assets was primarily concentrated in two specific clients.
For further information, please see “Item
4. Information on the Company—B. Business Overview—Selected Statistical Information—Short-Term Borrowings—Impaired
Assets—Methodology for Impairment Losses.”
167
Table of Contents
Impairment Losses on Other Assets (Net)
Impairment losses on other assets (net)
for the year ended December 31, 2025, amounted to losses of R$397 million, an increase of R$144 million as compared to R$252 million for
the year ended December 31, 2024, mainly due to a footprint efficiency plan involving the closing of branches.
Impairment losses on other assets (net)
for the year ended December 31, 2024, amounted to losses of R$252 million, an increase of R$2 million as compared to R$250 million for
the year ended December 31, 2023.
Other Nonfinancial Gains
Other nonfinancial gains amounted to R$212
million during the year ended December 31, 2025, a decrease of R$1,700 million compared to R$1,912 million during the year ended December
31, 2024, mainly due to the one-off effect of the joint venture transaction with the Pluxee Group which occurred in 2024.
Other nonfinancial gains amounted to R$1,912
million during the year ended December 31, 2024, an increase of R$869 million compared to R$1,044 million during the year ended December
31, 2023, mainly due to the closing of the joint venture transaction with the Pluxee Group.
Operating Income Before Tax
Operating income before tax for the year
ended December 31, 2025 was R$16,729 million, a decrease of R$2,461 million, or 12.8%, as compared to R$19,190 million for the year ended
December 31, 2024.
This was primarily due to the 2024 joint
venture transaction with the Pluxee Group, higher impairment losses on financial assets reflecting a systematic increase in family indebtedness
and delinquency levels, and increased provisions attributable to elevated labor contingencies.
Income Taxes
Income taxes expenses include income tax,
social contribution, PIS and COFINS (which are social contributions due on certain income net of certain expenses).
Total income taxes amounted to R$3,764
million in the year ended December 31, 2025, a decrease of R$2,013 million, or 34.8%, in relation to R$5,776 million in the year ended
December 31, 2024. This decrease in expense was mainly attributed to a decrease in operating income before tax to R$16,729 million in
the year ended December 31, 2025, compared to R$19,190 million in the year ended December 31, 2024, primarily due to economic factors
that directly impacted the increase in losses related to credit operations (IFRS 9). The lower earnings resulted in a smaller taxable
base, leading to a proportional reduction in tax expense. Another event explaining the reduction in the income tax line relates to the
increase in interest on equity to R$3,376 million in the year ended December 31, 2025, compared to R$2,589 million in the year ended
December 31, 2024. Additionally, the effects of specific events recognized directly in the tax line remained stable compared to the prior
year, with no material additional impacts on the variation in tax expense.
Total income taxes amounted to R$5,776
million in the year ended December 31, 2024, an increase of 138.4%, or R$3,354 million, in relation to R$2,423 million in the year ended
December 31, 2023. This expense increase was mainly attributed to an increase in operating income before tax to R$19,190 million in the
year ended December 31, 2024, from R$11,922 million in the year ended December 31, 2023, which was primarily due to our operational performance
throughout the year. The higher earnings resulted in a larger taxable base, leading to a proportional increase in tax expense. Additionally,
the effects of specific events recognized directly in the tax line remained stable compared to the prior year, with no material additional
impacts on the variation in tax expense.
Results of Operations by Segment for the Years Ended December
31, 2025, 2024 and 2023
The following tables show our results
of operations for the years ended December 31, 2025, 2024 and 2023, for each of our operating segments.
168
Table of Contents
Commercial Banking
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Net interest income 53,126 51,563 44,652 3.0 15.5
Income from equity instruments 8 5 4 48.3 45.4
Income from companies accounted for by the equity method 374 259 185 44.2 40.3
Net fee and commission income 15,397 14,944 13,270 3.0 12.6
Gains/losses on financial assets and liabilities (net) and exchange differences (net) (4,206) (1,488) (1,125) 182.8 32.2
Other operating income (expenses) (704) (480) (596) 46.6 (19.5)
Total income 63,994 64,804 56,389 (1.2) 14.9
Personnel expenses (10,569) (10,534) (9,754) 0.3 8.0
Other administrative expenses (8,208) (7,836) (7,867) 4.8 (0.4)
Administrative expenses (18,777) (18,370) (17,621) 2.2 4.3
Depreciation and amortization (2,467) (2,599) (2,621) (5.1) (0.8)
Provisions (net) (4,894) (4,583) (4,404) 6.8 4.0
Impairment losses on financial assets (net) (28,818) (28,451) (26,583) 1.3 7.0
Impairment losses on other assets (net) (313) (253) (250) 23.8 1.0
Other nonfinancial gain (losses) 212 1,912 1,044 (88.9) 83.2
Operating income before tax 8,938 12,461 5,953 (28.3) 109.3
2025 and 2024
Operating income before tax attributed
to the Commercial Banking segment for the year ended December 31, 2025, was R$8,938 million, a decrease of R$3,523 million from R$12,461
million for the year ended December 31, 2024.
This variation was mainly due to:
• an increase of R$2.7 billion in losses on financial assets and liabilities and exchange differences representing a 182.8% increase compared to the year ended December 31, 2024; and
• an increase of R$0.4 billion in administrative expenses, representing a 2.2% increase compared to the year ended December 31, 2024.
2024 and 2023
Operating income before tax attributed
to the Commercial Banking segment for the year ended December 31, 2024, was R$12,461 million, a R$6,508 million increase from R$5,953
million for the year ended December 31, 2023.
This variation was mainly due to:
• an increase of R$6.9 billion in net interest income representing a 15.5% increase compared to the year ended December 31, 2023; and
169
Table of Contents
• an increase of R$1.6 billion in net fee income, representing a 12.6% increase compared to the year ended December 31, 2023.
Global Wholesale Banking
For the Year Ended December 31,
2025 2024 2023 % Change 2025/2024 % Change 2024/2023
(in millions of R$, except percentages)
Net interest income 4,509 5,115 2,232 (11.9) 129.2
Income from equity instruments 78 79 19 (0.7) 320.8
Income from companies accounted for by the equity method 84 54 54 57.4 (1.3)
Net fee and commission income 2,099 2,262 2,370 (7.2) (4.6)
Gains/losses on financial assets and liabilities (net) and exchange differences (net) 4,338 1,617 4,920 168.3 (67.1)
Other operating income (expenses) (105) (172) (120) (39.2) 43.8
Total income 11,003 8,954 9,476 22.9 (5.5)
Administrative expenses (2,161) (2,047) (1,942) 5.6 5.4
Personnel expenses (1,131) (1,064) (1,060) 6.3 0.4
Other administrative expenses (1,031) (983) (882) 4.9 11.4
Depreciation and amortization (159) (132) (120) 20.5 10.3
Provisions (net) (85) (12) (20) 577.4 (37.6)
Impairment losses on financial assets (net) (722) (33) (1,425) 2070.4 (97.7)
Impairment losses on other assets (net) (84) — — n.m. n.m.
Operating income before tax 7,791 6,730 5,969 15.8 12.7
2025 and 2024
Operating income before tax attributed
to the Global Wholesale Banking segment for the year ended December 31, 2025, was R$7,791 million, an increase of R$1,062 million, or
15.8%, from R$6,730 million for the year ended December 31, 2024. which was primarily due to (i) higher performance in treasury and market
business and (ii) growth in demand deposits of the banking business.
2024 and 2023
Operating income before tax attributed
to the Global Wholesale Banking segment for the year ended December 31, 2024, was R$6,730 million, a 12.7% or R$761 million increase from
R$5,969 million for the year ended December 31, 2023, which was primarily due to a decrease in impairment losses on financial assets (net)
mainly driven by a specific case of a large customer in our wholesale segment.
5B. Liquidity and Capital Resources
Our asset and liability management strategy
is set by the asset and liability committee, which operates under strict guidelines and procedures established by the Santander Group.
The asset and liability committee establishes, among other policies, our funding strategy, and the target positioning with respect to
structural balance sheet risk.
170
Table of Contents
Pursuant to the Santander Group’s
model, all subsidiaries must be self-funded in terms of liquidity and capital. In addition, our general asset and liability management
policy is to maintain a close match of maturity, interest rate and currency exposures. Subject to our internal risk management policies
we aim to maintain adequate liquidity to meet our present and future financial obligations and to capitalize on business and market opportunities
as they arise.
Most of our liquidity is raised in the
local market and we maintain a portfolio of high-quality public bonds for liquidity management. Legal reserve requirements consume a significant
amount of funding in Brazil, see “Item 4. Information on the Company—B. Business Overview—Regulation and Supervision—Other
Applicable Laws and Regulations—Compulsory Reserve Requirements.”
Due to our diversified sources of funding,
which include a large client deposit base in the local market and a large number of correspondent banks with long-standing relationships,
historically we have not experienced liquidity problems. In our opinion, our current levels of liquidity are sufficient for our present
requirements.
See also “Item 4. Information on
the Company—B. Business Overview—Selected Statistical Information.”
Liquidity and Funding
In addition to a minimum liquidity level
that meets our stress scenarios, we monitor concentration of funding ratios and the short term (LCR) and long term (Net Stable Funding
Ratio) liquidity metrics, which aims to guarantee a stable funding profile. We control, manage and review our liquidity analyzing current
and expected levels of liquidity, structuring the sources of financing to achieve an optimal diversification in terms of maturities, instruments,
currencies, markets, as well as setting forth contingency plans. The objective is to ensure that we have sufficient liquidity to honor
our commitments in light of market conditions, our institutional needs and market opportunities.
Due to our stable and diversified funding
sources, which include a large base of customer deposits as detailed below, we have historically had no liquidity deficiencies.
As part of our liquidity management, we
have a formal plan with measures to be taken in the event of a systemic liquidity crisis and/or for liquidity concerns arising from possible
reputational risk. Our liquidity contingency plan contains defined thresholds, preventive measures and actions to be taken when a liquidity
deficiency occurs and our reserves fall below certain levels.
The following resources and strategies
may be used as sources of funding: (i) increase of customer deposits; (ii) securities issuances; (iii) repurchase agreements; (iv) a review
of transfer pricing practices; and (v) establishment of more restrictive credit policies.
For further information, see notes 16,
17, 18, 19 and 20 to our audited consolidated financial statements included elsewhere in this annual report.
The following tables present the composition
of our consolidated funding at the dates indicated.
171
Table of Contents
As of December 31,
2025 2024 2023
(in millions of R$)
Customer deposits 593,329 605,068 583,221
Current accounts 31,907 41,297 36,599
Savings accounts 53,201 57,369 58,075
Time deposits 431,659 425,287 390,497
Repurchase agreements 76,562 81,115 98,049
Backed operations with Private Securities(1) 18,907 13,688 21,551
Backed operations with Public Securities 57,655 67,426 76,499
Deposits from credit institutions 146,868 158,565 118,512
Deposits on demand 1,951 859 5,100
Time deposits(2) 119,636 126,588 95,290
Repurchase agreements 25,280 31,119 18,122
Backed operations with Private Securities(1) — — 63
Backed operations with Public Securities 25,280 31,119 18,059
Total deposits 740,196 763,634 701,733
Liabilities arising from securities(3) 159,926 139,678 130,383
Agribusiness Credit Notes 38,740 32,447 36,423
Treasury Bills 38,234 24,516 22,729
Real Estate Credit Notes 64,899 62,864 57,619
Bonds and other securities 18,053 19,851 13,612
Debt Instruments Eligible to Compose Tier 1 and Tier 2 Capital 28,114 23,138 19,627
Total Funding 928,236 926,450 851,743
(1) Refers primarily to repurchase agreements backed by debentures.
(2) This includes transactions with credit institutions in connection with export and import financing lines, BNDES and FINAME on-lending and abroad on other credit lines abroad.
(3) In the year ended December 31, 2023, we revised the definition of marketable debt securities to include the line items “Financial liabilities measured at fair value in income held for trading” and “Financial liabilities at amortized cost,” instead of only including “Financial liabilities at amortized cost.” The amounts presented as of December 31, 2025, 2024 and 2023 reflect this change.
Deposits
Customer Deposits
Our balance of customer
deposits was R$593.3 billion on December 31, 2025, R$605.1 billion on December 31, 2024, and R$583.2 billion on December 31, 2023, representing
63.9%, 65.3% and 68.5% of our total funding, respectively.
Current Accounts
Our balance of current
accounts was R$31.9 billion on December 31, 2025, R$41.3 billion on December 31, 2024 and R$36.6 billion on December 31, 2023, representing
4.3%, 5.4% and 5.2% of total deposits, respectively.
172
Table of Contents
Savings Accounts
Our balance of savings accounts was R$53.2
billion on December 31, 2025, R$57.4 billion on December 31, 2024, and R$58.1 billion on December 31, 2023, representing 7.2%, 7.5% and
8.3% of total deposits, respectively.
Customer Time Deposits
Our balance of customer time deposits
was R$431.7 billion on December 31, 2025, R$425.3 billion on December 31, 2024, and R$390.5 billion on December 31, 2023, representing
58.3%, 55.7% and 55.6% of total deposits, respectively.
Customer Repurchase Agreements
We maintain a portfolio of Brazilian public
and private sector debt instruments used to obtain overnight funds from other financial institutions or investment funds by selling such
securities and simultaneously agreeing to repurchase them. Due to the short-term (overnight) nature of this funding source, such transactions
are volatile and composed, generally, of Brazilian public securities and of repurchase agreements linked to debentures. Securities sold
under repurchase agreements decreased to R$76.6 billion on December 31, 2025, from R$81.1 billion on December 31, 2024, and R$98.0 billion
on December 31, 2023, representing 10.3%, 10.6% and 14.0% of total deposits, respectively.
Deposits from Credit Institutions
Our balance of deposits from credit institutions
was R$146.9 billion on December 31, 2025, R$158.6 billion on December 31, 2024 and R$118.5 billion on December 31, 2023, representing
19.8%, 20.8% and 16.9% of total deposits, respectively.
Our balance of deposits includes mainly
borrowings and domestic on lendings:
• Borrowings. We have relationships with banks all over the world, providing credit lines as foreign currency-linked (either to the U.S. dollar or to a basket of foreign currencies). We apply the proceeds from these transactions mainly to U.S. dollar-linked lending operations and in particular to trade finance operations.
• Domestic Onlendings. We borrow from public institutions, mainly BNDES and FINAME, for which we act as a financial agent. Funding from these sources in Brazil represents a method of providing long-term loans with attractive average interest rates to certain sectors of the economy. Loans from these funds are allocated by BNDES through banks to specific sectors targeted for economic development. This type of lending is known as “repassing” or “onlending.” Because the repassed funds are generally matched and/or funded by loans from a federal government agency, we take no interest rate or maturity mismatch risk nor charge interest at a fixed margin over the cost of funds. We, however, retain the commercial credit risk of the borrower and therefore have discretion in the lending decision and application of the credit criteria. This type of funding is not affected by compulsory deposit requirements. The onlending is generally secured or guaranteed, although this is not required by the terms of the onlending.
Other Funding
Liabilities arising from securities
Our balance of liabilities arising from
securities was R$159.9 billion on December 31, 2025, R$139.7 billion on December 31, 2024, and R$130.4 billion on December 31, 2023, representing
17.2%, 15.1%, and 15.3% of our total funding, respectively.
Agribusiness credit notes (Letra de
Crédito do Agronegócio), which are credit notes that are freely negotiable and represent an unconditional promise of
payment in cash, are issued exclusively by financial institutions and related to credit rights originated from transactions conducted
between rural producers and their cooperatives and agents of the agribusiness production chain and the exchange acceptances, reached R$38.7
billion on December 31, 2025, R$32.4 billion on December 31, 2024 and R$36.4 billion on December 31, 2023.
Financial bills (Letras Financeiras)
are a funding alternative available to banks that can be characterized as senior or eligible to compose the regulatory capital, pursuant
to CMN Resolution No. 5,007, of March 24, 2022, with a minimum term of 24 months and minimum amounts of R$300,000 for subordinated transactions
and R$50,000 for senior transactions. Our balance of treasury bills totaled R$38.2 billion on December 31, 2025, a 56.0% increase from
R$24.5 billion on December 31, 2024.
173
Table of Contents
Real estate credit notes (Letras de
Crédito Imobiliário) increased by 3.2%, from R$62.9 billion on December 31, 2024, to R$64.9 billion on December 31,
2025.
We undertake issuances of securities,
including under our Global Medium Term Notes Program. Our balance of bonds and other securities was R$18.1 billion on December 31, 2025,
and R$19.9 billion on December 31, 2024. This change was principally due to favorable market conditions.
Debt Instruments Eligible to Compose Tier 1 and Tier
2 Capital
On November 5, 2018, our board of directors
approved the issuance, through our Cayman Islands branch, of debt instruments to form part of our Tier 1 and Tier 2 regulatory capital
in the aggregate amount of U.S.$2.5 billion, pursuant to an offering made to non-U.S. Persons under Regulation S of the U.S. Securities
Act of 1933, as amended, or the “Notes Offering.” Our Notes Offering was structured as follows: (i) U.S.$1.25 billion indexed
7.25% per year with no maturity (perpetual) and interest paid semiannually; and (ii) U.S.$1.25 billion indexed 6.125% per year maturing
in November 2028 and interest paid semiannually. These issuances were made through our Cayman Islands branch and as a result they do not
generate liability for income tax at source. In addition, our board of directors also approved the redemption of debt instruments issued
to form part of our Tier 1 and Tier 2 regulatory capital, as set out in the board’s resolution of January 14, 2014. The proceeds
from the Notes Offering were used to fund this redemption. On December 18, 2018, the Brazilian Central Bank authorized the transactions
contemplated in the Notes Offering and the redemption, which were completed on January 29, 2019.
In November and December 2021, Santander
Brasil issued financial bills with a subordination clause, to be used to compose our Tier 2 regulatory capital, in the total amount of
R$5.5 billion. The financial bills have a term of ten years, and redemption and repurchase options in accordance with the applicable regulations.
The financial bills had an estimated impact of 92 basis points on our Tier 2 regulatory capital.
In October and November 2023, Santander
Brasil exercised its option to repurchase the Tier 2 debt instruments issued in 2018 in the amount of U.S.$1.25 billion. In their place
to compose our Tier 2 regulatory capital, Santander Brasil issued financial bills with a subordination clause in the total amount of R$6.0
billion. These new financial bills have a term of 10 years, and redemption and repurchase options in accordance with the applicable regulations.
On November 8, 2024, Santander Brasil
also exercised its option to repurchase certain Tier 1 debt instruments issued in 2018 in the amount of U.S.$1.25 billion. In their place
to comprise our Tier 1 regulatory capital, Santander Brasil issued subordinated financial bills in the total amount of R$7.6 billion.
These new financial bills are perpetual with a repurchase clause exercisable as from five years of their issuance, in accordance with
the applicable regulations.
Furthermore, on December 4, 2025, Santander
Brasil issued financial bills with a Tier 2 subordination clause in the total amount of R$2.4 billion. These new financial bills have
a term of 10 years, semiannual coupon payments as well as redemption and repurchase options in accordance with the applicable regulations.
As of December 2025, the balance for both
Tier 1 and Tier 2 debt instruments was R$28.1 billion, compared to R$23.1 billion as of December 31, 2024.
Capital Management
Our capital management is based on conservative
principles and continuous monitoring of the items that affect our solvency level. We are required to comply with Brazilian capital adequacy
regulations under Brazilian Central Bank rules. In October 2013, the new regulations implementing the capital and the regulatory capital
requirements of the Basel Committee on Banking Supervision (Basel III) came into effect in Brazil, including the recently enacted Resolution
No. 229, which reformed the prudential rules applicable to capital requirements associated with credit risk under the standardized approach
(RWACPAD). For additional information regarding minimum regulatory level and other Basel III requirements, see “Item 4. Information
on the Company—B. Business Overview—Regulation and Supervision— Capital Adequacy and Leverage—Basel—Basel
III” and note 30, Operational Ratios, to our audited consolidated financial statements included elsewhere in this annual report.
CMN regulations establish conservative
capital and countercyclical buffers for Brazilian financial institutions and determine the minimum percentages applicable as well as which
sanctions and limitations will apply in case of noncompliance with such additional requirements. See “Item 4. Information on the
Company—B. Business Overview—Regulation and Supervision—Principal Limitations and Obligations of Financial Institutions.”
174
Table of Contents
Capital Expenditures
See “Item 4. Information on the
Company—A. History and Development of the Company—Capital Expenditures and Divestitures.”
Off-Balance Sheet Arrangements
We have entered, in the normal course
of business, into several types of off-balance sheet arrangements, including lines and letters of credit and financial guarantees. For
more information, see note 43 to our audited consolidated financial statements included elsewhere in this annual report.
Lending-Related Financial Instruments and Guarantees
We use lines and letters of credit and
financial guarantee instruments to meet the financing needs of our customers. The contractual amount of these financial instruments represents
represent the maximum possible credit risk should the counterparty draw down the commitment or we fulfill our obligation under the guarantee,
and the counterparty subsequently fails to perform according to the terms of the contract. Most commitments and guarantees expire without
the counterparty drawing on the credit line or a default occurring. As a result, the total contractual amount of these instruments does
not represent our future credit exposure or funding requirements. Further, certain commitments, primarily related to consumer financing
are cancelable, upon notice, at our option.
The “maximum potential amount of
future payments” represents a notional amount potentially lost if a total default by the guaranteed parties occurred, without considering
possible recoveries from collateral held or pledged, or those under recourse provisions. There is no relationship between these amounts
and probable losses on these guarantees. In fact, the maximum potential amount of future payments significantly exceeds inherent losses.
For further information, see note 43 to
our audited consolidated financial statements included elsewhere in this annual report.
Contractual Obligations
Our contractual obligations as of December
31, 2025 are summarized as follows:
As of December 31, 2025
Total Less than 1 year 1-3 years 3-5 years More than 5 years
(in millions of R$)
Contractual Obligations
Customer deposits 593,329 481,704 80,557 30,234 835
Liabilities arising from securities(1) 159,926 23,498 40,034 70,206 26,187
Debt Instruments Eligible as Capital(2) 28,114 — — — 28,114
Deposits from credit institutions(3) 146,868 145,465 1,403 — —
Total 928,236 650,667 121,993 100,440 55,136
(1) In the year ended December 31, 2023, we revised the definition of marketable debt securities to include the line items “Financial liabilities measured at fair value in income held for trading” and “Financial liabilities at amortized cost,” instead of only including “Financial liabilities at amortized cost.” The amounts presented as of December 31, 2025, 2024 and 2023 reflect this change.
(2) The table above excludes the notional and any interest payments relating to our perpetual Tier I bonds which interests are discretionary as described in “Item 5. Operating And Financial Review And Prospects—A. Operating Results.”
(3) Calculated for all Deposits from credit institutions, Customer Deposits, Marketable debt securities, Subordinated liabilities and Debt Instruments Eligible to Compose Capital (Tier II) assuming a constant interest rate based on data as of December 31, 2024 over time for all maturities, and those obligations with maturities of more than five years have an average life of ten years.
175
Table of Contents
The above table does not reflect amounts
payable on derivative contracts as they are dependent on changes in financial markets. The net fair value position of our derivative contracts
as of December 31, 2025 reflected assets of R$5,796 million, compared to assets of R$796 million as of December 31, 2024.
In addition, we lease several properties
under standard lease contracts, which can be cancelled or renewed at our option and include escalation clauses. The total future minimum
payments of non-cancelable operating leases as of December 31, 2025 was R$3,595 million. From this total, R$1,531 million matures in
up to one year, R$2,010 million matures from one year to up to five years and R$54 million matures after five years. We have no contracts
with indeterminate maturities.
5C. Research and Development, Patents and Licenses, etc.
We do not have any policy or significant
project involving research and development, and we do not own patents or patents licenses, bearing in mind that we only have licenses
involving trademarks.
5D. Trend Information
The following list sets forth, in our
view, the most important trends, uncertainties and events that are reasonably likely to continue to have a material effect on our revenues,
income from continuing operations, profitability, liquidity and capital resources, or that may cause reported financial information to
be not necessarily indicative of future operating results or financial condition:
• economic and political conditions in Brazil, including the impact of the current international economic environment and the macroeconomic conditions in Brazil, and the policies of the new Brazilian administration that will take office following the presidential and other elections to be held in October 2026, may adversely affect the performance of the Brazilian economy. As a result, our credit portfolio, which is focused on Brazil, may not grow or could decrease and our provisions for loan losses increase;
• a global economic downturn as a result of pandemics, epidemics or outbreaks of infectious diseases, or instability or conflicts (including the ongoing war between Russia and Ukraine and uncertainties following the ceasefire agreement in the Middle East, or the general economic and business conditions in Brazil, Latin America and globally), can have an adverse effect on the global market and economy, including Brazil. It may decrease the interest of investors in Brazilian assets, in addition to making it difficult for us to access the capital markets and finance our operations, including on acceptable terms;
• uncertainties arising from the Brazilian presidential and other elections scheduled for October 2026, increased volatility in economic indicators and deceleration in growth rates may negatively affect our strategic plan, with impacts on our profitability, asset quality, portfolio expansion and financing conditions;
• exposure to various types of inflation and interest rate risks, and the Brazilian government’s efforts to control inflation and interest rates;
• continued market volatility and instability that could affect our revenues;
• extensive regulation by the Brazilian government and the Brazilian Central Bank, among others, which could affect our margins and/or growth in lending activities;
• regulatory capital changes toward more restrictive rules as a response to any potential financial crisis or general macroeconomic conditions;
• decreased liquidity in domestic capital markets;
• changes in taxes or other fiscal assessments that could decrease our profitability;
• exchange rate volatility and exchange rate controls that could have an adverse impact on international investors;
• our ability to protect ourselves against cybersecurity risks;
176
Table of Contents
• the effects of climate change, including transition risks, physical risks and other risks that could adversely affect us; and
• our dependence on the proper functioning of information technology systems.
Conversely, a recovery in the Brazilian
economy by means of economic reforms (e.g., an overhaul in the income tax structure) could have a positive effect on the Brazilian economy
and, therefore, on our business.
For more information, see “Item
3. Key Information—D. Risk Factors” where we present the risks we face in our business that may affect our commercial activities,
operating results or liquidity.
5E. Critical Accounting Estimates
Our financial statements are presented
in IFRS as issued by the IASB. For summary information about critical judgments, assumptions and estimation uncertainties in applying
accounting policies that have the most significant effect on the amounts recognized in the financial statements, see “—A.
Operating Results—Principal Factors Affecting Our Financial Condition and Results of Operations—Critical Accounting Policies”
and notes 1(c) and 2 to our audited consolidated financial statements included elsewhere in this annual report.