| Personnel expenses |
a) Breakdown
The breakdown of the “Personnel Expenses”
line item is presented below:
| Schedule of personnel expenses |
|
|
|
| Thousand of Reais |
2025 |
2024 |
2023 |
| |
|
|
|
| Wages and salaries |
7,241,613 |
7,087,141 |
6,640,403 |
| Social security costs |
1,712,591 |
1,692,382 |
1,654,056 |
| Benefits |
1,771,477 |
1,753,478 |
1,659,195 |
| Defined benefit pension plans (note 21) |
5,841 |
6,280 |
3,867 |
| Contributions to defined contribution pension plans |
240,368 |
215,685 |
180,926 |
| Share-based compensation |
211,800 |
294,088 |
163,695 |
| Training |
66,584 |
68,043 |
61,686 |
| Other personnel expenses |
449,072 |
480,899 |
450,098 |
| Total |
11,699,346 |
11,597,996 |
10,813,926 |
b) Stock-based compensation
Banco Santander maintains long-term incentive programs
linked to the performance of its instruments, both in Brazil (SANB11) and globally. The plans aim to align the interests of executives
and shareholders, promoting a focus on the sustainability of market value and the creation of long-term value. Eligible members include
members of the Executive Board and other executives nominated by the Board of Directors, considering criteria of seniority and strategic
impact. Board members only participate if they hold positions on the Executive Board.
b.1) Local and Global Program
| Schedule of share-based compensation |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
01/01 to |
|
01/01 to |
|
01/01 to |
| Program |
Liquidity Type |
Vesting Period |
Period of Exercise |
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2023 |
| |
|
07/2019 to 06/2022 |
2024 |
R$ |
- |
(1) |
R$ |
— |
(1) |
R$ |
292,537 |
SANB 11 (2) |
| |
|
09/2020 to 09/2022 |
2024 |
|
- |
(1) |
|
— |
(1) |
|
217,291 |
(2) |
| |
|
01/2021 to 10/2024 |
2024 |
- |
- |
(1) |
R$ |
— |
(1) |
R$ |
18,270,000 |
(1) |
| |
|
01/2023 to 12/2026 |
2025 and 2026 |
|
1,375,000 |
(1) |
|
750,000 |
(1) |
|
750,000 |
(1) |
| |
|
01/2024 to 12/2027 |
2026, 2027 and 2028 |
R$ |
350,000 |
(2) |
R$ |
1,100,000 |
(2) |
R$ |
— |
(2) |
| |
|
01/2021 to 10/2024 |
2024 |
- |
- |
(1) |
|
— |
(1) |
R$ |
— |
(1) |
| |
Santander Brasil Bank Shares |
01/2025 to 12/2028 |
2026 and 2029 |
|
2,500,000 |
(2) |
|
— |
(2) |
|
— |
(2) |
| Local |
01/2022 to 12/2025 |
2025 |
|
- |
SANB11 (3) |
|
118,363 |
SANB11 (3) |
|
118,363 |
SANB11 (3) |
| |
|
01/2023 to 12/2026 |
2026 |
- |
11,820 |
SANB11 (4) |
R$ |
20,263 |
SANB11 (4) |
R$ |
15,637 |
SANB11 (4) |
| |
|
01/2025 to 12/2028 |
2027 and 2028 |
|
143,024 |
SANB 11 |
|
|
SANB 11 |
|
|
SANB 11 |
| |
|
2023 |
EUR 367 |
|
— |
Global Actions (5) |
|
— |
Global Actions (5) |
|
80,412 |
Global Actions (5) |
| |
|
2023, with limit for options' exercise until 2030 |
— |
|
385,956 |
Options on Global Stocks (5) |
|
420,394 |
Options on Global Stocks (5) |
|
420,394 |
Options on Global Stocks (5) |
| 02/2024 |
EUR 2,685 |
|
— |
Global Actions (6) |
|
117,601 |
Global Actions (6) |
|
117,601 |
Global Actions (6) |
| |
|
02/2024, with a limit for exercising the options until 02/2029 |
— |
|
105,534 |
Global Stock Options (6) |
|
183,840 |
Global Stock Options (6) |
|
350,839 |
Global Stock Options (6) |
| Global |
Santander Spain Shares and Options |
2025 |
EUR 3,104 |
|
95,786 |
Global Actions (6) |
|
95,786 |
Global Actions (6) |
|
95,786 |
Global Actions (6) |
| 2025, with a limit for exercising the options until 2030 |
— |
|
22,989 |
Global Stock Options (6) |
|
367,827 |
Global Stock Options (6) |
|
367,827 |
Global Stock Options (6) |
| |
|
2026 |
EUR 3,088 |
|
175,476 |
Global Actions (6) |
|
175,476 |
Global Actions (6) |
|
199,680 |
Global Actions (6) |
| |
|
2026, with a limit for exercising the options until 2033 |
— |
|
472,469 |
Global Stock Options (6) |
|
472,469 |
Global Stock Options (6) |
|
537,637 |
Global Stock Options (6) |
| |
|
2027 |
EUR 6,395 |
|
8,528 |
Global Actions (6) |
|
8,528 |
Global Actions (6) |
|
9,095,000 |
Global Actions (6) |
| |
|
2027, with a limit for exercising the options until 2032 |
— |
|
80,476 |
Global Stock Options (6) |
|
80,476 |
Global Stock Options (6) |
|
— |
Global Stock Options (6) |
| |
|
2028 |
EUR 7,142 |
|
2,411 |
Global Actions (6) |
|
2,411 |
Global Actions (6) |
|
— |
Global Actions (6) |
| |
|
2028, with a limit for exercising the options until 2033 |
— |
|
9,888 |
Global Stock Options (6) |
|
9,888 |
Global Stock Options (6) |
|
— |
Global Stock Options (6) |
| |
|
2029 |
EUR 5,414 |
|
5,340 |
Global Actions (6) |
|
|
Global Actions (6) |
|
|
Global Actions (6) |
| |
|
12/2024, with payment in 2025 |
— |
|
— |
SANB11 (7) |
|
50,419 |
SANB11 (7) |
|
— |
SANB11 (7) |
| |
|
12/2025, with payment in 2026 |
— |
|
52,037 |
SANB11 (8) |
|
70,346 |
SANB11 (8) |
|
— |
SANB11 (8) |
| |
|
|
|
R$ |
4,225,000 |
(1) (2) |
R$ |
1,850,000 |
(1) |
R$ |
19,020,000 |
(1) (2) |
| Balance of Plans on December 31, 2025 |
|
|
|
|
|
— |
SAN Actions Op. (4) |
|
|
|
| |
|
206,881 |
SANB11 |
|
259,391 |
SANB11 |
|
643,828 |
SANB11 |
| |
|
|
|
|
— |
SAN Actions Op. (4) |
|
|
|
| |
|
287,541 |
Global Actions (5) (6) |
|
399,802 |
Global Actions (5) (6) |
|
1,139,060 |
Global Actions (5) (6) |
| |
|
|
|
|
1,077,312 |
Global stock options (5) (6) |
|
1,114,530 |
Global stock options (5) (6) |
|
106,147 |
Global stock options (5) (6) |
| (1) |
Target of the plan in Reais, payment in SANB11 shares according to the achievement of the plan's performance indicators at the end of the vesting
period, based on the price of the last 15 shares of the month immediately preceding the payment.. |
| (2) |
Target of the plan in Reais, to be converted into SANB11 shares according to the achievement of the plan's performance indicators at
the end of the vesting period, based on the price of the last 50 trading days of the month immediately preceding the payment month. |
| (3) |
Long-Term Incentive Plans completed, with 142,335 shares increased by dividends paid throughout 2025. |
| (4) |
Plan with a write-off of 8,443 shares due to loss of rights. |
| (5) |
Plan completed with 100% achievement. Part equivalent to 80,412 global shares was paid in cash in Mar/2024 (after the lockup) and 78,841
shares were cancelled. The options may be exercised until the end of the exercise period in 2030, and at the moment we have cancelled
412,175 options. |
| (6) |
Target of the plan in Global stock and stock options, to be paid in cash at the end of the vesting period, as the plan's performance
indicators are met. |
| (7) |
Plan completed with final achievement of 75%. Delivery of 31,844 gross shares in May/2025, according to criteria established in the plan
contract. And write-off of 18,575 shares due to loss of rights. |
| (8) |
Dismissal of 18,309 shares due to loss of rights. |
Global ILP (Long Term Incentive) Plans)
Currently, we have active global plans launched between
2019 and 2024, targeting global stocks and options, whose design includes:
| • | Clear definition of performance metrics
(financial and non-financial); |
| • | Multi-year deferral, ensuring a focus on
sustainable results; |
| • | Settlement in assets or financial equivalents,
in accordance with malus and clawback rules. |
This structure aligns with international best practices
in compensation governance, reinforcing transparency and capital discipline.
Pricing Model
The measurement of the plans is based on the Local
Volatility (Dupire) model, adjusted to incorporate uncertainties in dividends, offering greater accuracy in the fair value estimate. The
main parameters considered include:
| • | Weighted average share price; |
| • | Implied and expected volatility; |
| • | Risk-free interest rate; |
The options have expiration dates up to 2033, and the
exercise price corresponds to the market value on the exercise date, conditional upon achieving the established targets.
Local ILP Plans (Long-Term Incentive)
Local long-term incentive plans may be granted in accordance
with the strategy of new companies in the group or specific businesses, generally with a vesting period of 3 (three) years.
Each plan has a specific contract, and its calculation
and payment must be approved by the established governance body, observing local and global regulatory resolutions.
The reference value for each participant will be converted
into SANB11 shares, typically based on the price of the last 50 trading sessions of the month immediately preceding the plan payment.
At the end of the vesting period, payment, whether
for the resulting shares in the case of local plans or the equivalent value of the shares/options in the case of global plans, is made
with a restriction of 1 (one) year, and this payment is also subject to the application of Malus/Clawback clauses, which may reduce or
cancel the shares to be delivered in cases of non-compliance with internal rules and exposure to excessive risks, or in cases of material
failure to comply with the requirements for financial reporting, in accordance with Section 10D of the Securities Exchange Act (SEC),
applicable to companies with shares listed on the NYSE.
Impact on Results
The impacts on results are recognized in the Personnel
Expenses line item, as detailed below:
| Schedule of impacts on the result are recorded in the personnel expenses |
|
|
|
|
| |
|
|
Consolidated |
| |
|
01/01 to |
01/01 to |
01/01 to |
| |
|
12/31/2025 |
12/31/2024 |
12/31/2023 |
| Program |
Settlement Type |
|
|
|
| Local |
Santander Actions (Brazil) |
8,407 |
6,178 |
17,097 |
| Global |
Santander Spain shares and stock options |
5,971 |
6,953 |
6,380 |
b.2) Stock-Based Variable Compensation
The long-term incentive plan (deferral) sets forth
the criteria for the disbursement of future deferred portions of variable compensation, taking into account sustainable financial foundations
over the long term. This includes the possibility of applying reductions or cancellations in response to the risks undertaken and the
fluctuations in the cost of capital.
The variable compensation plan, which is linked to
Banco Santander shares, is divided into 2 programs: (i) Identified Group and (ii) Other Employees. The impacts on results are recognized
in the Personnel Expenses line item, as detailed below:
| Schedule of variable remuneration referenced to shares |
|
|
|
|
|
| |
|
|
01/01 to |
01/01 to |
01/01 to |
| Program |
Participant |
Liquidity Type |
12/31/2025 |
12/31/2024 |
12/31/2023 |
| Collective Identified |
Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas |
50% in cash indexed to 100% of CDI and 50% and instruments |
225,202 |
139,470 |
156,962 |
| Unidentified Collective |
Management-level employees and employees who are benefited by the Deferral Plan |
50% in cash indexed to 100% of CDI and 50% and instruments |
187,831 |
170,949 |
223,562 |
|