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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-15250

BANCO BRADESCO S.A.

(Exact name of Registrant as specified in its charter)

BANK BRADESCO

(Translation of Registrant’s name into English)

**Federative Republic of Brazil **

(Jurisdiction of incorporation or organization)

Cidade de Deus S/N – Vila Yara 06029-900 –Osasco – SP, Brazil

(Address of principal executive offices)

André Costa Carvalho (Investor Relations Officer)

E-mail: andre.c.carvalho@bradesco.com.br

Telephone:+55 11 2194-0922

Cidade de Deus S/N – Vila Yara,06029-900 –Osasco – SP, Brazil

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
American Depositary Shares, or ADSs (evidenced by American Depositary Receipts, or ADRs), each representing 1 preferred shareBBDNew York Stock Exchange
Preferred SharesNew York Stock Exchange*
American Depositary Shares, or ADSs (evidenced by American Depositary Receipts, or ADRs), each representing 1 common shareBBDONew York Stock Exchange
Common SharesNew York Stock Exchange*

*Not for trading, but only in connection with the registration of ADSs pursuant to the requirements of the SEC.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023:

5,330,304,681Common Shares, without par value
5,311,865,547Preferred Shares, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes ☐No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.☐Yes☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and emerging growth company” in Rule 12b 2 of the Exchange Act:

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards, provided pursuant to Section 13(a) of the Exchange Act.☐

The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ Yes

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).☐Yes☒ No

TABLE OF CONTENTS

PRESENTATION OF FINANCIAL AND OTHER INFORMATION4
FORWARD-LOOKING STATEMENTS5
PART I6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6
ITEM 3. KEY INFORMATION6
3.A. [Reserved]6
3.B. Capitalization and Indebtedness6
3.C. Reasons for the Offer and Use of Proceeds6
3.D. Risk Factors6
ITEM 4. INFORMATION ON THE COMPANY37
4.A. History and Development of the Company37
4.B. Business Overview39
4.C. Organizational Structure135
4.D. Property, Plant and Equipment136
ITEM 4.A. UNRESOLVED STAFF COMMENTS136
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS136
5.A. Operating Results136
5.B. Liquidity and Capital Resources151
5.C. Research and Development, Patents and Licenses165
5.D. Trend Information165
5.E. Critical Accounting Estimates166
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES166
6.A. Board of Directors and Board of Executive Officers166
6.B. Compensation184
6.C. Board Practices185
6.D. Employees188
6.E. Share Ownership190
6.F. Disclosure of a registrant's action to recover erroneously awarded compensation190
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS191
7.A. Major Shareholders191
7.B. Related Party Transactions194
7.C. Interests of Experts and Counsel195
ITEM 8. FINANCIAL INFORMATION195
8.A. Consolidated Statements and other Financial Information195
8.B. Significant Changes197
ITEM 9. THE OFFER AND LISTING197
9.A. Offer and Listing Details197
9.B. Plan of Distribution198
9.C. Markets198
9.D. Selling Shareholders200
2– Form 20-F 2023 | Bradesco
9.E. Dilution200
9.F. Expenses of the Issue200
ITEM 10. ADDITIONAL INFORMATION201
10.A. Share Capital201
10.B. Memorandum and Articles of Association201
10.C. Material contracts211
10.D. Exchange controls211
10.E. Taxation212
10.F. Dividends and Paying Agents220
10.G. Statement by Experts220
10.H. Documents on Display220
10.I. Subsidiary Information220
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK221
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES225
12.A. Debt Securities225
12.B. Warrants and Rights225
12.C. Other Securities225
12.D. American Depositary Shares225
PART II226
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES226
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS226
ITEM 15. CONTROLS AND PROCEDURES226
ITEM 16. [RESERVED]227
16.A. Qualified Member of the Audit Committee227
16.B. Code of Ethical Conduct227
16.C. Principal Accountant Fees and Services228
16.D. Exemptions from the listing standards for Audit Committees228
16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers229
16.F. Change in Registrant’s Certifying Accountant230
16.G. Corporate Governance230
16.H. Mining Safety Disclosure233
16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections233
16.J. Insider Trading Policies234
16.K. Cybersecurity234
PART III244
ITEM 17. FINANCIAL STATEMENTS244
ITEM 18. FINANCIAL STATEMENTS244
ITEM 19. EXHIBITS244
SIGNATURES245
3– Form 20-F 2023 | Bradesco

Table of Contents

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.