📄 What This Document Is

This is a 6-K filing, which is a current report used by foreign companies listed on U.S. exchanges (like Itaú Unibanco in Brazil) to share material information with the SEC and investors. Think of it as an official announcement or notice.

👉 In this case, it's a formal "Call Notice" inviting shareholders to two important virtual meetings on April 28, 2026. It lays out what will be voted on and how to participate.

🏢 What The Company Does

Itaú Unibanco is one of the largest banks in Latin America, headquartered in São Paulo, Brazil.

👉 In simple terms, it's a massive financial institution offering everything from basic checking accounts and loans to investment banking and insurance. This filing deals with internal corporate governance and a major structural change.

🔥 The Two Meetings: Annual & Extraordinary

The company is holding two separate, back-to-back shareholder meetings.

Annual General Meeting (11:00 a.m.) This is the standard yearly review. The agenda is typical:

• ✅ Review the 2025 financial reports and management performance.
• ✅ Decide how to allocate 2025's profits.
• ✅ Elect the Board of Directors and the Fiscal Council (like an internal audit committee) for the next year.
• ✅ Set total compensation for the board and officers.

Extraordinary General Meeting (11:10 a.m.) This is the special, strategic meeting. The big news here is a corporate merger.

🤝 The Big Merger: Absorbing Banco Itaucard

The extraordinary meeting is being called to approve a significant deal: merging Banco Itaucard S.A. directly into the parent company, Itaú Unibanco.

• What's Happening: Banco Itaucard, a subsidiary, will cease to exist as a separate legal entity and be fully absorbed into Itaú Unibanco.
• Key Detail: This merger will happen "without an increase in the Company's capital stock." This means Itaú isn't issuing new shares to pay for it; it's more of an internal consolidation.
• The Paperwork: Shareholders will vote on the merger's legal "Protocol and Justification," an appraisal report of Itaucard's value (done by PwC), and authorize management to finalize the deal.
• Why It Matters: This is likely about simplifying the corporate structure, improving operational efficiency, and consolidating control over the credit card business. It can make the company more agile and transparent.

📅 Key Logistics & Deadlines

This section is crucial for shareholders who want to vote or attend.

• Meetings are 100% Remote: Held exclusively online to allow global participation.
• Documents Available: The full meeting manual and reports are on Itaú's investor relations website and the Brazilian regulators' sites.
• To Get Access Link: Shareholders must email [email protected] with proof of ownership by April 24, 2026.
• Voting Options: Shareholders can vote in advance via a remote voting system or through a proxy if they cannot attend live.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Transparent Governance: Holding these meetings, especially one for a major merger, follows best practices for shareholder communication.
• Strategic Simplification: Merging a key subsidiary can reduce complexity and costs, potentially making the company stronger.
• Modern & Accessible: Fully remote meetings lower barriers for international investors.

⚠️ Risks & Watchpoints:

• Execution Risk: Integrating a large subsidiary like Itaucard involves operational and cultural challenges.
• No Capital Increase: While it avoids dilution, the terms of the merger (it's an all-stock, internal deal) need to be fair to all shareholders.
• Governance Hurdle: The annual meeting note that a 5% voting capital stake is needed to propose multiple voting for the board election is a high threshold.

🧠 The Analogy

Imagine a large family-owned restaurant chain (Itaú Unibanco). The annual meeting is for reviewing last year's cookbooks (financials) and re-electing the head chefs (Board). The special, back-to-back meeting is to approve a plan to merge their popular, but separately managed, pizza takeout brand (Banco Itaucard) directly back into the main restaurant's kitchen and brand, making the whole operation one streamlined business.

📇 Key Contacts & People

• Investor Relations Email: [email protected]
• Investor Relations Officer: Gustavo Lopes Rodrigues
• External Auditor (for Itaucard valuation): PricewaterhouseCoopers Auditores Independentes Ltda. (PwC)

🧩 Final Takeaway

Itaú Unibanco is calling its shareholders for a routine annual review and a special vote to merge its credit card subsidiary, Banco Itaucard, directly into the parent company. The key story is the strategic simplification of the bank's structure, not financial results. Shareholders need to act by April 24 to participate in these virtual meetings on April 28.