| Related party transactions |
| 45. | Related party transactions |
The Bank's related parties include, in addition to
its subsidiaries, affiliates, and jointly-controlled entities, the key management personnel of the Bank and entities over which such key
management personnel may exert significant influence.
Santander has a Related-Party Transactions Policy approved
by the Board of Directors, designed to ensure that all transactions covered by the policy are conducted in the best interests of Banco
Santander and its shareholders. This policy grants the Board of Directors the authority to approve certain transactions. Additionally,
the established rules apply to all employees and administrators of Banco Santander and its subsidiaries.
Transactions and compensation for services involving
related parties are conducted in the ordinary course of business and on arm's length terms, encompassing interest rates, terms, and guarantees,
without entailing higher collection risks than usual or presenting any additional disadvantages.
a) Compensation of Key Management Personnel
For the period from January to December of 2025, management
proposed a total remuneration for the administrators (Board of Directors and Executive Board) of up to R$600,000,000 (five hundred million
reais), encompassing fixed, variable, and stock-based compensation. This proposal underwent consideration at the Ordinary General Meeting
(OGM) held on April 25, 2025.
i) Long and short-term benefits
The Bank, in line with Banco Santander Spain and other
subsidiaries globally within the Santander Group, maintains long-term compensation programs that are tied to the market performance of
its share price, contingent upon the achievement of specified targets.
The table below presents the Salaries and Fees of the
Board of Directors and Executive Management:
| Schedule of board
of directors’ and executive management |
|
|
|
| Thousand of Reais |
2025 |
2024 |
2023 |
| |
|
|
|
| Fixed Compensation |
128,124 |
127,341 |
132,276 |
| Variable Compensation - in cash |
105,354 |
110,111 |
126,181 |
| Variable Compensation - in shares |
90,489 |
94,787 |
91,306 |
| Others |
103,552 |
111,000 |
79,229 |
| Total Short-Term Benefits |
427,519 |
443,239 |
428,992 |
| Variable Compensation - in cash |
129,602 |
113,766 |
99,506 |
| Variable Compensation - in shares |
116,242 |
102,388 |
96,361 |
| Total Long-Term Benefits |
245,844 |
216,154 |
195,867 |
| Total |
673,363 |
659,393 |
624,859 |
Additionally, in the fiscal year ended December 31, 2025,
charges were collected on management remuneration in the amount of R$39,873 (2024 - R$43,124 and 2023 - R$40,863).
ii) Contract termination
The termination of the employment agreement with Administrators,
due to non-compliance with obligations or at the initiative of the contracted party, does not confer any right to financial compensation,
and their accrued benefits will be discontinued.
b) Credit operations
The Bank and its subsidiaries may carry out credit
operations and other transactions with related parties, in accordance with applicable laws and regulations, in particular articles 6 and
7 of CMN Resolution No. 4,693/18 and article 34 of the "Brazilian Corporations Law", as well as in compliance with Santander's
Policy on Transactions with Related Parties, published on the Investor Relations website.
Such transactions shall be concluded at market values,
terms and rates in effect on the date of contracting, under conditions of commutativity, and shall involve, among others, the following
related parties:
(1) their controlling shareholders, whether natural
or legal persons, as defined in article 116 of the Brazilian Corporations Law;
(2) its directors and members of statutory or contractual
bodies;
(3) with regard to the persons mentioned in items (i)
and (ii), their spouse, partner and relatives, by blood or affinity, up to the second degree;
(4) natural persons with a qualified shareholding in
its capital;
(5) legal entities with qualified equity participation
in their capital;
(6) legal entities in whose capital, directly or indirectly,
a Santander Financial Institution holds a qualified equity stake;
(7) legal entities in which a Santander Financial Institution
has effective operational control or a preponderant influence in decision-making, regardless of shareholding; and
(8) legal entities that have a director or member of
the Board of Directors in common with a Santander Financial Institution.
c) Ownership interest
The table below presents the direct equity interests
(ordinary and preference shares) as of December 31, 2025, December 2024 and 2023.
| Schedule of direct interest common shares and preferred shares |
|
|
|
|
|
|
| |
2025 |
| |
Common |
|
Preferred |
|
Total |
|
| |
Shares |
Common |
Shares |
Preferred |
Shares |
Total |
| Stockholders' |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
| Sterrebeeck B.V. (1) |
% |
% |
% |
| Grupo Empresarial Santander, S.L. (GES) (1) |
1,627,891 |
42.6% |
1,539,863 |
41.9% |
3,167,755 |
42.2% |
| Banco Santander, S.A. (1) |
2,696 |
0.1% |
— |
—% |
2,696 |
—% |
| Directors (*) |
3,083 |
0.1% |
3,083 |
0.1% |
6,167 |
0.1% |
| Others |
361,775 |
9.5% |
389,579 |
10.6% |
751,354 |
10.0% |
| Total |
3,805,028 |
99.6% |
3,666,169 |
99.6% |
7,471,199 |
99.6% |
| Treasury shares |
13,666 |
0.4% |
13,666 |
0.4% |
27,332 |
0.4% |
| Total |
3,818,694 |
100.0% |
3,679,835 |
100.0% |
7,498,531 |
100.0% |
| Free Float (2) |
361,775 |
9.5% |
389,579 |
10.6% |
751,354 |
10.0% |
| |
|
|
|
|
|
|
| |
2024 |
| |
Common |
|
Preferred |
|
Total |
|
| |
Shares |
Common |
Shares |
Preferred |
Shares |
Total |
| Stockholders' |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
| Sterrebeeck B.V. (1) |
% |
% |
% |
| Grupo Empresarial Santander, S.L. (GES) (1) |
1,627,891 |
42.6% |
1,539,863 |
41.9% |
3,167,754 |
42.2% |
| Banco Santander, S.A. (1) |
2,696 |
0.1% |
— |
—% |
2,696 |
—% |
| Directors (*) |
2,828 |
0.1% |
2,828 |
0.1% |
5,656 |
0.1% |
| Others |
356,245 |
9.3% |
384,050 |
10.4% |
740,295 |
9.9% |
| Total |
3,799,243 |
99.5% |
3,660,385 |
99.5% |
7,459,628 |
99.5% |
| Treasury shares |
19,452 |
0.5% |
19,452 |
0.5% |
38,904 |
0.5% |
| Total |
3,818,695 |
100.0% |
3,679,837 |
100.0% |
7,498,532 |
100.0% |
| Free Float (2) |
356,245 |
9.3% |
384,050 |
10.4% |
740,295 |
9.9% |
| |
|
|
|
|
|
|
| |
2023 |
| |
Common |
|
Preferred |
|
Total |
|
| |
Shares |
Common |
Shares |
Preferred |
Shares |
Total |
| Stockholders' |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
(thousand) |
Shares (%) |
| Sterrebeeck B.V. (1) |
% |
% |
% |
| Grupo Empresarial Santander, S.L. (GES) (1) |
1,627,891 |
42.6% |
1,539,863 |
41.9% |
3,167,754 |
42.2% |
| Banco Santander, S.A. (1) |
2,696 |
0.1% |
— |
—% |
2,696 |
—% |
| Administrators (*) |
3,184 |
0.1% |
3,184 |
0.1% |
6,368 |
0.1% |
| Others |
348,148 |
9.1% |
375,952 |
10.2% |
724,100 |
9.8% |
| Total |
3,791,502 |
99.3% |
3,652,643 |
99.3% |
7,444,145 |
99.3% |
| Treasury shares |
27,193 |
0.7% |
27,193 |
0.7% |
54,386 |
0.7% |
| Total |
3,818,695 |
100.0% |
3,679,836 |
100.0% |
7,498,531 |
100.0% |
| Free Float (2) |
348,148 |
10.1% |
375,952 |
10.2% |
724,100 |
9.7% |
| (1) | Companies of the Santander Spain Group. |
| (2) | Comprised of Employees and Others. |
| (*) |
None of the members of the Board of Directors and Executive Board holds 1.0% or more of any class of shares. |
d) Related-party transactions
The following table presents the transactions that
occurred between the group's companies:
| Schedule of principal transactions and balances assets and liabilities |
|
|
|
|
|
|
|
|
| |
Parent (1) |
Joint-controlled companies and Other Related Party (2) (4) |
Key Management Personnel (3) |
Total |
| |
| |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
| Assets |
14,794,190 |
18,182,830 |
29,515,608 |
28,222,527 |
129,098 |
58,891 |
44,438,896 |
46,464,248 |
| Derivatives Measured At Fair Value Through Profit Or Loss, Net |
3,927,271 |
(333,181) |
- |
- |
6,711 |
- |
3,933,982 |
(333,181) |
| Debt Instruments |
- |
- |
- |
67,071 |
- |
- |
- |
67,071 |
| Loans and other amounts with credit institutions - Availability and Applications in Foreign Currency (Overnight Applications) |
10,865,422 |
18,514,514 |
156,837 |
385,458 |
- |
- |
11,022,259 |
18,899,972 |
| Loans and other values with customers |
- |
- |
28,767,276 |
27,571,123 |
94,320 |
36,420 |
28,861,596 |
27,607,543 |
| Other Assets |
1,497 |
1,497 |
591,495 |
198,875 |
- |
- |
592,992 |
200,372 |
| Warranties and Limits |
- |
- |
- |
- |
28,067 |
22,471 |
28,067 |
22,471 |
| Liabilities |
(3,932,658) |
(304,650) |
(12,442,585) |
(10,423,148) |
187,483 |
(618,068) |
(16,187,760) |
(11,345,866) |
| Deposits from credit institutions |
(3,909,005) |
(11,181) |
(750,775) |
(596,956) |
- |
- |
(4,659,780) |
(608,137) |
| Securities |
- |
- |
- |
(519,000) |
- |
(39,904) |
- |
(558,904) |
| Customer deposits |
- |
- |
(2,623,152) |
(1,946,618) |
(72,459) |
(29,246) |
(2,695,611) |
(1,975,864) |
| Other financial liabilities - Dividends and interest on equity payable |
(181) |
- |
(8,276,298) |
(7,268,606) |
- |
- |
(8,276,479) |
(7,268,606) |
| Other Liabilities |
(23,472) |
(293,469) |
(792,360) |
(91,968) |
259,942 |
(548,918) |
(555,890) |
(934,355) |
| Debt Instruments Eligible for Capital |
- |
- |
- |
- |
- |
- |
- |
- |
| |
|
|
|
|
|
|
|
|
| |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
| Income |
2,029,355 |
(2,790,659) |
614,997 |
1,810,374 |
(421,055) |
(665,054) |
2,223,297 |
(1,645,339) |
| Interest and similar income - Loans and amounts due from credit institutions |
189,556 |
268,957 |
1,763 |
45,881 |
7,278 |
314 |
198,597 |
315,152 |
| Warranties and Limits |
- |
- |
- |
- |
25 |
25 |
25 |
25 |
| Interest expense and similar charges |
(81,444) |
(625,820) |
(275,437) |
(149,293) |
(428,661) |
(665,501) |
(785,542) |
(1,440,614) |
| Fee and commission income (expense) |
(900) |
(5,344) |
1,606,287 |
2,391,649 |
- |
- |
1,605,387 |
2,386,305 |
| Gains (losses) on financial assets and liabilities and exchange differences (net) |
2,219,950 |
(2,157,771) |
- |
(1,232) |
303 |
108 |
2,220,253 |
(2,158,895) |
| Other operating income (expenses) |
- |
- |
331,975 |
326,301 |
- |
- |
331,975 |
326,301 |
| Administrative expenses and amortization |
(297,807) |
(270,681) |
(1,049,591) |
(642,983) |
- |
- |
(1,347,398) |
(913,664) |
| Profit from disposal of assets not classified as non-current assets held for sale |
- |
- |
- |
(159,949) |
- |
- |
- |
(159,949) |
| (1) |
Parent - Banco Santander is indirectly controlled by Banco Santander Spain (note 1) through its subsidiaries GES and Sterrebeeck B.V. |
| (2) |
Related entities as disclosed in note 11. |
| (3) |
Refers to the recording in clearing accounts of Guarantees and Limits on credit operations, Provisions and Result of variable remuneration
with Key Management Personnel.. |
|