Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
November 01 2023 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October, 2023
Commission File Number: 001-15276
Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrants Name into English)
Praça
Alfredo Egydio de Souza Aranha, 100-Torre Conceicao
CEP
04344-902 São Paulo, SP, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F
or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation
S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 31, 2023.
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Itaú Unibanco Holding S.A. |
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By: |
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/s/ Renato Lulia Jacob |
Name: |
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Renato Lulia Jacob |
Title: |
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Group Head of Investor Relations and Market Intelligence |
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By: |
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/s/ Alexsandro Broedel |
Name: |
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Alexsandro Broedel |
Title: |
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Chief Financial Officer |
ITAÚ UNIBANCO HOLDING S.A. CNPJ 60.872.504/0001-23 A Publicly-Held Company NIRE 35300010230 ANNOUNCEMENT TO THE MARKET Itaú
Unibanco Holding S.A. (“Itaú Unibanco” or “Company”) informs its stockholders and the general market that
its Board of Directors has approved the proposal for intragroup corporate restructuring aimed at the total spin-off of Banco Itaú
BBA S.A. (“Itaú BBA Bank”), a wholly-owned subsidiary of Itaú Unibanco, and the merger of the spun-off portions
into the Company and Itaú BBA Assessoria Financeira S.A. (“Itaú BBA Assessoria”) (“Transaction”).
Accordingly, activities will be transferred as follows of Itaú BBA Bank: (a) all activities related to the financial advisory,
structuring and coordination of securities transactions will be transferred to Itaú BBA Assessoria; and (b) all typical activities
of financial institutions will be transferred to Itaú Unibanco, as detailed in the Management’s Proposal to be submitted
to the Extraordinary General Stockholders’ Meeting (“ESM”) to be held on November 30, 2023 and that will resolve upon
the Transaction. Itaú Unibanco has been constantly seeking to streamline the use of resources and optimize its structures and business,
aimed at providing higher efficiency and return on invested amounts. The Company believes that the Transaction in question will bring
about clear benefits towards this end, considering the extinction of a company in its conglomerate and its licenses to operate. Further
information on the Transaction and on how stockholders may attend the Extraordinary General Stockholders’ Meeting can be found in
the Management’s Proposal, as disclosed as of this date on the Company’s Investor Relations website (www.itau.com.br/relacoes-com-investidores/en),
as well on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br). Lastly, we should clarify that: (i) the appraisal procedure provided
for in Article 264 of the Brazilian Corporate Law is not required for this Transaction, given the lack of minority stockholders in Itaú
BBA Bank and of an exchange ratio or capital increase in the Company, (ii) the provision in Articles 137 and 256 of Brazilian Corporate
Law does not apply thereto, as Itaú BBA Bank is a wholly-owned subsidiary of Itaú Unibanco; and (iii) the Transaction will
thus result in the mere replacement of assets in Itaú Unibanco's equity. São Paulo (SP), October 31, 2023. RENATO LULIA
JACOB Group Head of Investor Relations and Market Intelligence
Itau Unibanco (NYSE:ITUB)
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