Itaú Unibanco Holding S.A. (ITUB) FY2025 20-F and Q2 FY2026 6-K Summary

Business

From the annual report on Form 20-F for 2025, accession 0001132597-26-000132.

Itaú Unibanco is Brazil's largest bank by total assets, with 15.0% of the Brazilian banking system's assets at the end of 2025 according to the Central Bank. It makes money mainly by lending to and taking deposits from individuals and companies in Brazil, and earns fees and insurance income on top of that: cards, merchant acquiring, asset management, investment banking, brokerage, insurance, pension plans and premium bonds. It also runs commercial banks in Chile, Colombia, Paraguay and Uruguay. It reports three segments, whose 2025 operating revenues (on the management basis the bank uses for its segments) were:

• Retail Business, $20.08 billion, up 7.0% (11.0% in reais). Personal, payroll, mortgage and vehicle loans, credit cards, acquiring, investments, insurance, pensions and premium bonds for account holders and non-account holders. Account holders are split by income into Retail (mass market), Uniclass (mass-affluent) and Personnalité (affluent), plus very small and small companies. Retail held 61% of the credit portfolio in 2025.
• Wholesale Business, $11.20 billion, up 4.0% (7.9% in reais). Itaú BBA (large companies and investment banking), middle-market, agribusiness and institutional clients, Itaú Private Bank, asset management and the units abroad. It accounted for 37% of revenue in 2025.
• Activities with the Market and Corporation, $1.71 billion, down 6.7% (down 3.2% in reais). The return on capital in excess of what the businesses need, the financial margin with the market, treasury costs, and equity earnings from companies not tied to either business.

The bank's market positions in Brazil underpin its earnings:

• Credit cards: the market leader, with a 24% share of purchase volume in the fourth quarter of 2025 (ABECS) and a 21.4% share of card balances (Central Bank). Revenue comes from interest on revolving and installment balances plus interchange and fees. Digital competitors, most notably Nubank, Mercado Pago and Banco Inter, have intensified competition.
• Merchant acquiring (Rede): the largest acquirer in Brazil, with a 22.7% share of card transaction volume in 2025. It processed $183.46 billion of card transactions in 2025, up 11.7% in reais. Competitors include Cielo, GetNet, PagSeguro and Stone.
• Lending to individuals: a 10.7% market share, the largest of the privately owned banks. Mortgages to individuals stood at $25.85 billion at year-end, and the bank was second in new mortgage lending with a 26.3% share (ABECIP). It held 10.2% of payroll loans and 9.1% of individual vehicle financing.
• Asset management, custody and private banking: Itaú Asset Management managed $225.67 billion at the end of 2025, an 11.5% market share and the largest of any privately owned bank's asset manager (ANBIMA). The bank also leads fiduciary services (17.2% share) and private banking (31.1% share).
• Investment banking: Itaú BBA ranked first in local debt capital markets origination and distribution, and first by number of M&A advisory deals in Brazil in 2025.
• Insurance: life, credit-life, property and travel products sold through the bank's own channels, plus a 30.7% stake in Porto Seguro S.A. Counting that stake, Itaú is the fourth-largest insurer in Brazil (8.5% share, excluding VGBL).

Outside Brazil, the bank holds 67.42% of Banco Itaú Chile, which operates in Chile (fifth-largest private bank, with an 11.5% loan share) and in Colombia and Panama, where part of the retail business was sold in 2026 (see Subsequent events). Itaú Paraguay is the third-largest private bank in Paraguay (16.0% share). Itaú Uruguay, together with OCA, the country's largest card issuer, is the second-largest private bank in Uruguay (29.6% share). Itau BBA International serves corporate and private-banking clients from the UK, Portugal, Miami and Zurich. In Brazil the bank had 2,277 branches and client service branches at the end of 2025, down from 2,969 two years earlier, as more activity moves to digital channels.

The bank's controlling shareholder is IUPAR, which owned 51.71% of the common (voting) shares and 26.35% of total capital at December 31, 2025. IUPAR is jointly controlled by Itaúsa, controlled by the Egydio de Souza Aranha family, and Cia. E. Johnston, controlled by the Moreira Salles family. The present group was formed in 2008, when Itaú and Unibanco merged. The ADSs represent non-voting preferred shares.

The 20-F lists these recent acquisitions and disposals:

• Avenue (US digital brokerage): 35% bought in a first phase in 2023. Control (50.1%) was acquired on January 30, 2026, with a call option over the remainder five years after the first closing.
• Ideal (brokerage): 50.1% bought in March 2023, with an option to buy the remaining 49.9% five years later.
• FIC and Investcred: on December 5, 2025 the bank agreed to buy out its retail partners GPA, Grupo Casas Bahia and Assaí from the card and consumer-finance joint ventures Financeira Itaú CBD and Banco Investcred Unibanco, for about $145.27 million in total, subject to price adjustments. Of that, about $97.21 million is payable at closing and about $48.05 million on the second anniversary of closing. CADE, the Brazilian antitrust authority, approved the deal on January 5, 2026, but closing still needed Central Bank approval.
• Colombia and Panama retail: in December 2025 the bank agreed to transfer certain retail assets and liabilities in Colombia and Panama to Banco de Bogotá, at book value set at closing. The sale closed in July 2026 (see Subsequent events).
• Uruguay: the bank raised its stake in the fintech Handy from 40% to 75%, closing on March 20, 2026, and acquired the payment facilitator Plexo in 2025.

Risk factors

From Item 3D of the 2025 Form 20-F, accession 0001132597-26-000132, unless noted.

The risks that matter most to an investor in a large Brazilian bank fall into four groups: macroeconomic, credit, regulatory and tax, and competitive.

Macroeconomic, rates and politics

• Interest rates and inflation. Brazil's SELIC policy rate rose through the first half of 2025 to 15.00% in June 2025, stayed there for the rest of the year, and was cut to 14.75% in March 2026. Higher rates raise funding costs, especially on time deposits, reduce loan demand and raise defaults. Lower rates compress the yield on interest-earning assets.
• 2026 election and fiscal risk. Brazil holds general elections in 2026. The bank warns that polarization and doubts about fiscal discipline and public debt could hit confidence, employment and borrowers' ability to repay, and could make regulation less predictable.
• Geopolitics and US policy. The renewed US–Israel–Iran conflict from February 28, 2026 has pushed up oil prices and Brazilian long-term rates. US tariff policy remains unsettled after the US Supreme Court struck down tariffs imposed under emergency powers in early 2026, and a US Trade Representative investigation into Brazil's trade practices is ongoing. US sanctions with extraterritorial reach, including Global Magnitsky designations involving certain Brazilian parties, may restrict transactions and can conflict with Brazilian law.
• Sovereign exposure. At the end of 2025, Brazilian government securities made up 19.0% of total assets and 53.6% of the securities portfolio. Brazil is rated below investment grade (BB / Ba1 / BB by S&P, Moody's and Fitch), and a downgrade would raise the bank's own funding costs.
• Currency. The real appreciated about 11.1% against the dollar in 2025, to R$5.5024 per dollar, after depreciating sharply in 2024. A weaker real feeds inflation and rates, and also changes the reais value of the Latin American loan book.

Credit and liquidity

• Loan losses. The allowance for loan losses was 4.5% of the portfolio at the end of 2025, down from 4.8% a year earlier. The bank cautions that past losses may not predict future ones, especially in consumer credit, where card-financed household borrowing has historically driven non-performing loans higher. Its provisioning models also depend on the accuracy of borrowers' financial information.
• Systemic and funding risk. The 2025 liquidation of a Brazilian financial institution required the deposit guarantee fund (FGC) to step in. Failures of other institutions, or a downgrade of the bank's own rating, could prompt deposit withdrawals, raise funding costs or trigger collateral calls.

Regulation and tax

• Regulation. The Central Bank supervises the group as a single consolidated institution. Higher capital or reserve requirements, caps on card and overdraft pricing (overdraft interest is already capped at 8% a month), or earmarked-lending rules could all weigh on returns. Provisional Measure No. 1,292 of March 2025 opened private-sector payroll lending to a public digital platform and lets borrowers move loans between banks at lower rates.
• Tax reform. Brazil's consumption-tax reform is still being regulated. According to the June 30, 2026 interim statements, financial services will start paying the new IBS and CBS taxes on January 1, 2027, at an estimated initial rate of 10.85% rising to 12.50% by 2033; the impact is still being assessed (accession 0001132597-26-000223). The 20-F also flags possible taxation of dividends paid to Brazilian companies and possible removal of the tax deductibility of interest on own capital, the main way the bank pays shareholders. In addition, Supplementary Law No. 224/25 raises the CSLL social-contribution tax rate for payment institutions and consumer-finance companies from April 1, 2026.
• Litigation. The bank faces civil, labor and tax claims, including legacy suits over savings-account inflation adjustments under 1980s–1990s economic stabilization plans. Losses above what has been provisioned would hit earnings.

Competition, operations and governance

• Competition. Digital banks and fintechs (Nubank, Mercado Pago, XP, BTG Pactual and others) are expanding beyond their original niches. Open-finance and instant-payment rules also make it easier for clients to switch banks. The bank's card balance share fell 1.9% in 2025 and its personal-loan share fell 0.8%.
• Operations and AI. The bank depends heavily on technology and third-party providers, which exposes it to outages, cyberattacks and data-protection sanctions under Brazil's data-protection law (LGPD). Artificial-intelligence regulation (Bill No. 2,338/2023, passed by the Senate and now before the lower house) could add compliance costs.
• Controlling shareholder. IUPAR can elect the board and set dividend policy, and its interests may differ from those of minority holders.
• Climate and ESG. The bank faces physical and transition climate risk in its loan book. Under Brazilian law it can be held indirectly liable for environmental damage caused by projects it finances. New IFRS S1/S2 sustainability-reporting requirements apply from fiscal 2026.

Risks specific to ADS holders

• Dividends. The minimum dividend is 25% of adjusted net income under Brazilian accounting rules for banks (BRGAAP), which can differ significantly from IFRS income, and it can be suspended if the board finds a payout incompatible with the bank's financial condition.
• Shareholder rights. The preferred shares behind the ADSs vote only in limited circumstances. US holders may be unable to exercise preemptive rights.
• Liquidity and remittance. Brazil's market is smaller and less liquid than US markets. Cancelling the ADSs to hold the underlying shares directly can bring foreign-capital registration requirements and less favorable tax treatment.

Management's discussion, fiscal year 2025

From Item 5 of the 2025 Form 20-F, accession 0001132597-26-000132. Consolidated figures are IFRS; segment figures are on the bank's management basis, which follows Brazilian accounting rules for banks.

Net income attributable to shareholders was $8.03 billion in 2025, up 5.2% in US dollar terms (up 9.2% in reais). Return on average equity was 21.6%, 70 basis points higher than in 2024, and the consolidated efficiency ratio (management basis) was 38.8%, or 36.9% in Brazil. The bank distributed $6.03 billion in gross dividends and interest on own capital, a payout of 72.0% of recurring management-basis income.

What drove the year:

• Net interest income rose to $20.17 billion, up 4.6% (8.5% in reais). The loan book grew, and gains on assets at fair value and on foreign exchange rose. Together these more than offset a 31.1% rise in interest expense, mainly on deposits and repurchase agreements as volumes grew.
• Non-interest income fell to $9.85 billion, down 17.3% (down 14.2% in reais). The main cause was a $1.94 billion drop in other income after the bank joined the federal government's tax-settlement scheme, the Comprehensive Transaction Program (Programa de Transação Integral). The same settlement also lowered the year's income-tax charge. Insurance and pension income rose 25.1% in reais on higher financial results and credit-life sales. Commissions and banking fees were flat.
• Expected credit losses fell to $5.16 billion, down 14.0% (down 10.8% in reais). Losses on other financial assets dropped, while provisions on loans rose as the loan book grew 5.7%. The 90-day non-performing loan (NPL) ratio improved by 30 basis points to 2.3%, helped by personal loans and vehicle financing, while the corporate NPL ratio held at 1.1%.
• Operating expenses were up only 0.6% in reais. Tax expenses rose 11.5% on a larger revenue base, and personnel costs rose under the collective wage agreement (a 5.68% increase from September 2025). Lower provisions for tax and social-security lawsuits offset these.

By segment (management basis), Retail Business net income rose to $3.42 billion, up 21.9% (26.5% in reais), on a 13.6% higher interest margin from larger average credit balances and higher card, acquiring, fund-management and brokerage fees. Wholesale Business net income was $4.12 billion, up 6.0% (10.0% in reais), driven by a better margin on liabilities and higher asset-management and consórcio fees. Activities with the Market and Corporation earned $839.85 million, down 15.7% (down 12.5% in reais), on a lower margin with the market.

On the balance sheet, total assets reached $559.83 billion at December 31, 2025, up 21.3% in US dollar terms (7.4% in reais). Loans and leases were $197.88 billion, up 19.3% (5.7% in reais), led by mortgages (+13.0% in reais), credit cards (+7.3%) and loans to small and medium companies (+8.0%). Deposits were $203.48 billion, with growth concentrated in time deposits. Equity attributable to shareholders fell 3.1% in reais to $37.34 billion. Capital ratios also fell: Common Equity Tier 1 (CET1) went from 13.7% to 12.3%, Tier 1 from 15.0% to 13.8%, and the total capital (Basel) ratio from 16.5% to 15.2%. The bank attributed the decline to interest on own capital, additional dividends, share buybacks and growth in risk-weighted assets, partly offset by earnings.

Current period, first half and second quarter of 2026

IFRS figures come from the condensed consolidated IFRS financial statements at June 30, 2026, furnished on Form 6-K, accession 0001132597-26-000224. Quarterly analysis, segment results and guidance come from the Management Discussion & Analysis, Form 6-K accession 0001132597-26-000223, which is on the bank's management ("recurring") basis unless stated otherwise.

IFRS results. Net income attributable to shareholders was $4.59 billion for the six months to June 30, 2026, up 22.0% in US dollar terms (9.1% in reais). For the three months to June 30 it was $2.37 billion, up 20.9% (7.6% in reais). Basic earnings were $0.42 per share (and per ADS) for the half, up 22.7% (9.7% in reais). In the IFRS management report, net interest income for the half was $12.22 billion, up 12.4% in US dollar terms but up just 0.6% in reais. Expected credit losses rose to $3.57 billion (up 5.8% in reais), and general and administrative expenses to $7.94 billion (up 3.9% in reais) on the wage agreement, higher provisions for lawsuits, and card-sales and profit-sharing costs. At June 30, 2026, IFRS total assets were $619.79 billion, loans and leases $209.48 billion, and equity attributable to shareholders $42.15 billion, up 6.5% in reais since December. Per-share figures reflect a 10% bonus share issue on March 20, 2025 and a 3% bonus share issue on December 30, 2025; the bank has restated earlier per-share data for both.

Second-quarter operating picture (management basis). The bank's headline measure, the recurring managerial result, was $2.46 billion in the second quarter, up 21.1% on a year earlier in US dollar terms (7.8% in reais) and up 1.0% in reais on the first quarter. It was $4.80 billion for the half, up 9.1% in reais. Recurring return on equity was 24.3% for the quarter (25.7% in Brazil) and 24.5% for the half, 1.7 points higher than a year earlier. The recurring result differs from accounting net income by items the bank treats as non-recurring. In the second quarter these totalled a net $44.78 million, mainly goodwill amortization; in the first quarter they included a restructuring provision. From 2026 the management income statement also reflects reclassifications announced at the end of 2025 and the consolidation of Avenue.

The quarter's main moving parts were:

• Credit growth. The total credit portfolio, including financial guarantees and private securities, was $294.67 billion at June 30, up 2.7% in reais in the quarter and up 15.2% in US dollar terms over twelve months (9.6% in reais, or 10.3% excluding currency effects). In Brazil, mortgages grew 3.9% and payroll loans 3.5% in the quarter, the latter led by private-sector payroll loans (+14.3%). Corporate loans grew 4.4% (infrastructure and energy) and loans to very small, small and middle-market companies 1.5% (government programs). Vehicle loans shrank.
• Margin. The financial margin with clients was $6.45 billion, up 3.3% in reais on the first quarter on higher average credit volume, more calendar days and structured wholesale operations. The annualized margin rate was flat at 9.1%. The margin with the market rose 13.6% on the banking desk.
• Cost of credit and asset quality. Cost of credit was $2.01 billion, up 1.9% in reais on the quarter, holding steady at 2.7% of the average portfolio. The 90-day NPL ratio was stable at 1.9%. The 15–90-day ratio rose 0.1 point to 1.8%, as very small, small and middle-market loans normalized after government-program grace periods ended and Latin American delinquency rose. Under the federal Desenrola debt-renegotiation program, about $212.91 million of loans (active and previously written off) had been renegotiated by June 30, leaving a balance of $53.23 million; the bank called the impact on credit quality and cost of credit immaterial.
• Fees and insurance. Commissions, fees and the insurance result totalled $2.79 billion, up 0.4% in reais on the quarter. Asset management (+4.6%, helped by performance fees) and insurance (+0.9%) offset lower brokerage income and lower fees on corporate current-account packages, where the bank is waiving more fees to deepen relationships. Fees on individual current accounts fell 21.4% year on year in the half.
• Expenses. Non-interest expenses were $3.31 billion, up 3.3% in reais on a seasonally low first quarter. Drivers were profit sharing, vacation provisions, civil-claim provisions, cloud processing and World Cup marketing. The efficiency ratio was 37.4% (35.5% in Brazil) for the quarter and 37.3% for the half, 30 basis points better than a year earlier. Branches and client service branches fell to 2,210 and employees to 90,429.

By segment, quarterly recurring results were:

• Retail: $1.09 billion; in reais, flat on the quarter and up 11.1% year on year, on credit volume and insurance premiums.
• Wholesale: $1.11 billion; in reais, down 0.6% on the quarter and up 4.1% year on year, helped by the tax benefit of interest on own capital.
• Activities with the Market and Corporation: $257.96 million.

Brazil produced 94.6% of the recurring result. Latin America's return on equity was 12.3%.

Capital and liquidity. At June 30, 2026, CET1 was 12.3%, Tier 1 13.8% and the total capital (BIS) ratio 15.4%, up 0.6 point in the quarter. The quarter's earnings and an issue of $594.37 million of perpetual subordinated financial bills, which added 19 basis points to Tier 1, more than offset interest-on-own-capital payments and a $4.08 billion rise in risk-weighted assets, mainly for credit risk. The liquidity coverage ratio averaged 202.0% and the net stable funding ratio was 122.1%. Interest on own capital declared on February 26, 2026 ($747.22 million) and May 28, 2026 ($790.51 million) was paid on August 28, 2026.

Other developments in the half. Avenue has been consolidated since the bank took control on January 30, 2026, buying a further 17.2% for about $139.16 million (IFRS Note 3). Itaú Asset Management acquired Solana Capital, an independent equities manager whose 10-person team now runs four strategies on the firm's multi-manager platform; no price was disclosed.

2026 guidance. On August 4, 2026 the bank issued revised 2026 guidance (Material Fact, Form 6-K accession 0001132597-26-000219; repeated in the MD&A). Guidance is on the BRGAAP management basis. The only line changed was growth in commissions and fees plus insurance results, now guided at 2.0%–5.0%. The bank attributed the change to more capital-market volatility than it had projected at the start of the year (Reference Form, Form 6-K accession 0001132597-26-000222). All other lines were maintained: growth in the total and Brazilian credit portfolios, financial margin with clients and non-interest expenses, plus cost of credit of $7.53 billion to $8.51 billion, financial margin with the market of $489.23 million to $1.08 billion, and an effective tax rate of 29.5%–32.5%. Management is now using a cost of capital of about 14.75% a year to run the business.

Subsequent events

From Note 34 to the June 30, 2026 IFRS statements (accession 0001132597-26-000224) and the subsequent-events note to the BRGAAP statements in accession 0001132597-26-000223.

The interim statements report three post-period events:

• Minas Gerais state payroll (July 1, 2026). The bank signed the contract it won in the State of Minas Gerais' tender to handle payroll payments for about 670,000 state employees and corporate suppliers. It paid $420.70 million for the five-year contract, which starts on December 22, 2026. The payment is booked as an intangible asset and recognized in income over the contract term.
• Tier 1 repurchase (July 15, 2026). The bank called all of the perpetual Tier 1 subordinated financial bills issued January 8–16, 2019, totalling $275.61 million, at a cost of 0.1 point of Tier 1 ratio.
• Colombia and Panama retail sale (July 31, 2026). After regulatory approval, Banco Itaú Colombia S.A. and Banco Itaú Panamá S.A. sold part of their retail banking portfolio (loans and deposits) to Banco de Bogotá S.A. and Banco de Bogotá (Panamá) S.A. for about $493.01 million. This completes the agreement signed in December 2025.

The buyout of the retail partners' stakes in Financeira Itaú CBD and Banco Investcred Unibanco had not closed by June 30, 2026: the interim statements still list Financeira Itaú CBD as 53.88% owned, and none of the subsequent-events notes reports a closing.