# Banco Santander (Brasil) S.A. (BSBR) — merger/definitive [pending]
Source: sec.gov · situation sit_792ddfe49f433beb03ef · public 6579678698388248657 · retrieved 2026-08-19T11:26:15.304Z

## Overview
Banco Santander (Brasil) S.A. is a Brazilian commercial bank and subsidiary of Banco Santander, S.A., a diversified global financial services group.

On July 30, 2026, Banco Santander announced concurrent exchange offers in Brazil and the United States to acquire all outstanding common shares, preferred shares, units, and American Depositary Shares of Santander Brasil (Brasil) held by minority shareholders, excluding securities owned by Santander Spain. The exchange ratio is 0.2028 Banco Santander BDR or ADS per Santander Brasil common or preferred share, and 0.4056 Banco Santander BDR or ADS per Santander Brasil unit or ADS. The offer implies an initial value of approximately BRL 29.04 per Santander Brasil unit, representing a 15% premium to the unaffected closing price of BRL 25.25 on July 30, 2026. Santander currently owns approximately 90% of Santander Brasil. The transaction is expected to be neutral for Santander's CET1 ratio and accretive to EPS and TNAV per share by 0.5% and 0.6%, respectively, by 2028. Completion is expected in the first half of 2027, subject to customary regulatory and shareholder approvals.

## Terms
- Counterparty: Banco Santander, S.A. · Consideration: stock · Premium: 15.0% · Stake: 90% · Price/share: $0.2028

## Key dates
- Announced 2026-08-14 · Expected close 2027-06-30

## Timeline
- 2026-08-14 · 425 (0001292814-26-004260): 425 - Banco Santander (Brasil) S.A. — *Banco Santander (Brasil) S.A. is a commercial bank and subsidiary of Banco Santander, S.A., operating as a leading franchise in Brazil with a diversified business model across retail and wholesale banking.* On July 30, 2026, Banco Santander announced concurrent exchange offers in Brazil and the United States to acquire all outstanding common shares, preferred shares, units, and American Depositary Shares of Banco Santander (Brasil) S.A., excluding securities already owned by Santander Spain. The exchange ratio is 0.2028 Banco Santander BDR or ADS per common or preferred share of Santander Brasil, and 0.4056 Banco Santander BDR or ADS per unit or ADS of Santander Brasil. The offer implies an initial value of approximately BRL 29.04 per Santander Brasil unit, representing a 15% premium to the unaffected closing price of BRL 25.25 on July 30, 2026. Santander expects to complete the exchange offers in the first half of 2027, subject to customary regulatory and corporate approvals, including Santander shareholder approval for the related capital increase.
  https://www.sec.gov/Archives/edgar/data/1471055/0001292814-26-004260.txt
- 2026-08-14 · 425 (0000950103-26-012441): 425 - Banco Santander (Brasil) S.A. — *Banco Santander (Brasil) S.A. is a Brazilian commercial bank and subsidiary of Banco Santander, S.A., a diversified global financial services group.* On July 30, 2026, Banco Santander announced concurrent exchange offers in Brazil and the United States to acquire all outstanding common shares, preferred shares, units, and American Depositary Shares of Santander Brasil (Brasil) held by minority shareholders, excluding securities owned by Santander Spain. The exchange ratio is 0.2028 Banco Santander BDR or ADS per Santander Brasil common or preferred share, and 0.4056 Banco Santander BDR or ADS per Santander Brasil unit or ADS. The offer implies an initial value of approximately BRL 29.04 per Santander Brasil unit, representing a 15% premium to the unaffected closing price of BRL 25.25 on July 30, 2026. Santander currently owns approximately 90% of Santander Brasil. The transaction is expected to be neutral for Santander's CET1 ratio and accretive to EPS and TNAV per share by 0.5% and 0.6%, respectively, by 2028. Completion is expected in the first half of 2027, subject to customary regulatory and shareholder approvals.
  https://www.sec.gov/Archives/edgar/data/1471055/0000950103-26-012441.txt

## Citations
- 0001292814-26-004260 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000129281426004260
- 0000950103-26-012441 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326012441