Itaú approves incorporation of Itaucard at shareholders’ meeting

Itaú Unibanco approved, last Tuesday (28), the total incorporation of Itaucard at an extraordinary general meeting. The measure represents an important step in the strategy of simplifying the conglomerate’s organizational structure, with a focus on operational gains and administrative efficiency. The shareholders present approved the proposal with a majority, representing 92.8% of the institution’s common shares.

The operation still depends on regulatory approval from Banco Central and Brasil for it to be finalized. Segundo the bank, if everything goes normally, Itaucard will cease to exist as an independent legal entity, with all its assets, liabilities, rights and obligations transferred in full to Itaú.

Incorporação is part of rationalization strategy

The incorporation process is part of the financial conglomerate’s broader policy of reducing redundancies and enhancing operational synergies. Itaú communicated that the measure is part of its strategy to rationalize organizational structures and constant search for efficiency gains.

Boa part of Itaucard’s activities had already been transferred to other subsidiaries of the group since 2022, which significantly facilitates the complete merger now approved. Essa prior migration of services and operations makes the process more viable from an administrative and operational point of view. The institution was operating in a progressively more integrated way with the conglomerate in recent years.

According to a report from the auditing firm PwC, approved by the shareholders present at the meeting, the operation includes the full absorption of Itaucard’s net equity by Itaú Unibanco Holding. With a base date of December 31, 2025, Itaucard was valued at R$51.9 million. Como is already a wholly owned subsidiary of the group, the merger will not result in a capital increase or issuance of new common or preferred shares.

Avaliação and equity structure

The valuation of R$51.9 million reflects the institution’s net equity as determined in the balance sheet at the end of the previous year. The PwC report detailed the asset and liability components of Itaucard, documenting all the bases for the valuation. Shareholders had full access to the technical documents before voting.

Considerando While Itaucard has been fully controlled by Itaú for many years, this incorporation eliminates just one unnecessary administrative layer in the group structure. Não there is movement towards consolidation of new assets or substantive changes in the composition of the credit or investment portfolio of the conglomerate as a whole.

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The documentation presented by the administration included:

• Parecer legal confirming absence of legal impediments to incorporation
• Análise detailed regulatory and tax impacts
• Cronograma execution with defined deadlines and responsibilities
• Comunicado with minimal operational impact to customers
• Simulação of approval scenarios next to Banco Central

Próximos steps and regulatory approval

The procedure now continues for analysis of Banco Central of Brasil, which will need to agree to the operation from a regulatory and prudential perspective. The financial institution did not provide an estimated deadline for this approval, but indicated that the process is in line with the procedures established by the authority.

Após approval of Banco Central, the necessary notary and accounting records will be carried out to formalize the extinction of Itaucard and the transfer of all its records to Itaú. Itaucard customers should not be affected in terms of access to services, maintaining their accounts and products without material interruption.

Mudança in the bank’s economic leadership

Concomitantemente In addition to this corporate reorganization movement, Itaú also announces a change in its command structure in the economic area. Diogo Guillen, an economist who served as director of Banco Central of Brasil, will assume the role of chief economist at the institution from July 1, 2026.

Guillen will replace Mário Mesquita, who leaves the position after approximately ten years leading the bank’s macroeconomics and economic research areas. Mesquita participated intensively in the formulation of macroeconomic scenarios and projections that guided the group’s capital allocation strategies over the last decade. Sua’s departure also marks a generational transition in the bank’s technical leadership.

Guillen’s trajectory at Banco Central places him in a privileged position to understand the dynamics of monetary policy formulation, prudential regulation and supervision of the financial system. Esse know-how should contribute to the Itaú economics department analyzing macroeconomic scenarios with greater depth and knowledge of the authority’s regulatory intentions.