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Banco Santander Brasil SA

For the period ended Dec 31, 2024. Filed Feb 28, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Feb 28, 2025

BSBR$4.64-1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐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, 2024

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 Date of event requiring this shell company report

Commission file number: 001-34476

**BANCO SANTANDER (BRASIL) S.A.

**(Exact name of Registrant as specified in its charter)

SANTANDER (BRAZIL) BANK, INC.

(Translation of Registrant’s name into English)

Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

**Avenida Presidente Juscelino Kubitschek, 2041, Suite 281, Block A

Condomínio WTORRE JK, Vila Nova Conceição

São Paulo, São Paulo 04543-011

Federative Republic of Brazil

**(Address of principal executive offices)

**Mercedes Pacheco, Managing Director – Senior Legal Counsel

Banco Santander, S.A.

New York Branch

437 Madison Avenue

New York, New York 10022

(212)350-3604

(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 SymbolsName of each exchange on which registered
Units, each composed of one common share, no par value, and one preferred share, no par valueSANB11New York Stock Exchange*
Common Shares, no par valueSANB3New York Stock Exchange*
Preferred Shares, no par valueSANB4New York Stock Exchange*
American Depositary Shares, each representing one unit (or a right to receive one unit) which is composed of 1 common share, no par value, and 1 preferred share, no par value, of Banco Santander (Brasil) S.A.BSBRNew York Stock Exchange
*Not for trading purposes, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Title of ClassNumber of Shares Outstanding
Common shares3,799,243,469
Preferred shares3,660,384,458

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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.

Yes☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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.

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).

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 standard” 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.☒

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☒

Page
Presentation of Financial and Other Informationiii
Forward-Looking Statementsvii
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
1A. Directors and Senior Management1
1B. Advisers1
1C. Auditors1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
2A. Offer Statistics1
2B. Method and Expected Timetable1
ITEM 3. KEY INFORMATION1
3A. Selected Financial Data1
3B. Capitalization and Indebtedness9
3C. Reasons for the Offer and Use of Proceeds9
3D. Risk Factors9
ITEM 4. INFORMATION ON THE COMPANY52
4A. History and Development of the Company52
4B. Business Overview57
4C. Organizational Structure138
4D. Property, Plant and Equipment141
ITEM 4A. UNRESOLVED STAFF COMMENTS141
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS141
5A. Operating Results141
5B. Liquidity and Capital Resources163
5C. Research and Development, Patents and Licenses, etc.168
5D. Trend Information168
5E. Critical Accounting Estimates169
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES169
6A. Board of Directors and Board of Executive Officers169
6B. Compensation182
6C. Board Practices187
6D. Employees193
6E. Share Ownership194
6F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation196
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS196
7A. Major Shareholders196
7B. Related Party Transactions197
7C. Interests of Experts and Counsel199
ITEM 8. FINANCIAL INFORMATION199
8A. Consolidated Statements and Other Financial Information199
8B. Significant Changes208
ITEM 9. THE OFFER AND LISTING208
9A. Offering and Listing Details208
9B. Plan of Distribution212
9C. Markets212
9D. Selling Shareholders215

i

9E. Dilution215
9F. Expenses of the Issue215
ITEM 10. ADDITIONAL INFORMATION215
10A. Share Capital215
10B. By-Laws215
10C. Material Contracts224
10D. Exchange Controls224
10E. Taxation226
10F. Dividends and Paying Agents234
10G. Statement by Experts234
10H. Documents on Display234
10I. Subsidiary Information234
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK234
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES257
12A. Debt Securities257
12B. Warrants and Rights257
12C. Other Securities257
12D. American Depositary Receipts257
PART II258
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES258
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS258
ITEM 15. CONTROLS AND PROCEDURES258
15A. Disclosure Controls and Procedures258
15C. Attestation Report of the Registered Public Accounting Firm259
15D. Changes in Internal Control over Financial Reporting259
ITEM 16. [RESERVED]259
16A. Audit Committee Financial Expert259
16B. Code of Ethics260
16C. Principal Accountant Fees and Services260
16D. Exemptions from the Listing Standards for Audit Committees261
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers261
16F. Change in Registrant’s Certifying Accountant262
16G. Corporate Governance262
16H. Mine Safety Disclosure265
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections265
16J. Insider Trading Policies265
16K. Cybersecurity265
PART III269
ITEM 17. FINANCIAL STATEMENTS269
ITEM 18. FINANCIAL STATEMENTS269
ITEM 19. EXHIBITS269

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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.