6-K - ITUB - Equibles

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 6-K
	Report of Foreign Issuer<br>Pursuant to Rule 13a-16 or 15d-16<br>of the Securities Exchange Act of 1934
	For the month of November, 2025
	Comission 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 Registrant’s Name into English)
Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição
	CEP 04344-902 São Paulo, SP, Brazil<br>(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– __________________

EXHIBIT INDEX

99.1	ITAÚ UNIBANCO - Material Fact - Payment of Dividends and Interest on Capital and Cancellation of Shares

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: November 27, 2025.
Itaú Unibanco Holding S.A.<br><br>By: /s/ Gustavo Lopes Rodrigues<br><br>Name: Gustavo Lopes Rodrigues<br><br>Title: Investor Relations Officer.

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Material Fact Payment of Dividends and Interest on Capital and Cancellation of Shares Itaú Unibanco Holding S.A. (the “Company”) informs its stockholders, that the Board of Directors has approved, as of this date, the payment1 of: (i) Dividends, in the amount of BRL1.868223 per share, that will be paid on December 19,2025; and (ii) Interest on capital (IoC), in the amount of BRL0.369750 per share, with income tax withheld at a rate of 15%2, resulting in net interest of BRL0.3142875 per share, that will be paid until April 30,2026. These payments will total BRL 23.4 billion, and it will consider the final stockholding position recorded on December 9, 2025 for the calculation. The shares will be traded “ex-rights” as of December 10, 2025. Dividends and interest on capital amounts will be paid equally for common (ITUB3) and preferred (ITUB4) shares. The Company also informs, in addition to the Material Fact published on February 5, 2025, that the Board of Directors has approved, as of this date, the cancellation of 78,850,638 preferred shares, in the amount of R$ 3 billion, without reduction of the subscribed and paid-in share capital. These shares were acquired by the Company through the current Buyback Program and were being held in treasury. As a result of this cancellation, the share capital amounting to BRL 124,063,060,190.00 now comprises 10,705,698,245 book-entry shares with no par value, 5,454,119,395 of which are common shares and 5,251,578,850 are preferred shares, and the resulting changes in the Bylaws will be resolved upon in the next General Shareholders’ Meeting. The Company reinforces its commitment to generating value for shareholders and to transparency in the disclosure of information to the market. If you have any question, please access www.itau.com.br/investor-relations and follow the route: Menu > Investor services > Contact IR. São Paulo (SP), November 27, 2025. Gustavo Lopes Rodrigues Investor Relations Officer 1 In addition to the amounts previously declared for fiscal year 2025. 2 Except for the corporate stockholders able to prove that they are immune or exempt from such withholding.