Itaú Unibanco S A : Informação Prestada às Bolsas Estrangeiras

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 20-F

____________________________

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

• • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Registrant's name into English)

The Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

____________________________

Renato Lulia Jacob

Group Head of Investor Relations

Itaú Unibanco Holding S.A.

Praça Alfredo Egydio de Souza Aranha, 100

04344-902 São Paulo, SP, Brazil

[phone]

[e-mail]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

_____________________________________________________________________________

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Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol (s) Name of each exchange on which registered
Preferred Shares, without par value	ITUB	New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary Receipts), each representing one Preferred Share		New York Stock Exchange
______________

*Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares.

____________________________

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the period covered by the annual report:

4,958,290,359 Common Shares, no par value per share

4,842,576,301 Preferred Shares, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act

☒Yes ☐ No

If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

• Yes ☒ No

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those

Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such

shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

• Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

• Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer,"

"accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒Large Accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section

404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers

during the relevant recovery period pursuant to §240.10D-1(b).☐

	Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP	☒ International Financial Reporting Standards as issued by the International Accounting Standards Board	☐	Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

• Yes ☒ No

Audit Firm Id: 1351	Auditor Name: PricewaterhouseCoopers Auditores Independentes Ltda.	Auditor Location: São Paulo, Brasil

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			Table of Contents
	Certain Terms and Conventions		1
	Forward-Looking Statements		2
	Presentation of Financial and Other Information		3
	Effect of Rounding			3
	Market and Industry Data		3
	About our Financial Information		3
	PART I			4
	ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	4
	ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	4
	ITEM 3.	KEY INFORMATION		4
	3A.	[RESERVED]		4
	3B.	Capitalization and Indebtedness		4
	3C.	Reasons for the Offer and Use of Proceeds	4
	3D.	Risk Factors		4
	ITEM 4.	INFORMATION ON THE COMPANY		21
	4A.	History and Development of the Company	21
	4B.	Business Overview		24
	4C.	Organizational Structure		90
	4D.	Property, Plant and Equipment		90
	ITEM 4A.	UNRESOLVED STAFF COMMENTS		91
	ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	91
	5A.	Operating Results		91
	5B.	Liquidity and Capital Resources		114
	5C.	Research and Development, Patents and Licenses, Etc.	122
	5D.	Trend Information		122
	5E.	Critical Accounting Estimates		122
	ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	122
	6A.	Directors and Senior Management		122
	6B.	Compensation		143
	6C.	Board Practices		153
	6D.	Employees		156
	6E.	Share Ownership		157
	6F.	Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation	157
	ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	157
	7A.	Major Shareholders		157

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	7B.	Related Party Transactions		158
	7C.	Interests of Experts and Counsel		158
	ITEM 8.	FINANCIAL INFORMATION		159
	8A.	Consolidated Statements and Other Financial Information	159
	8B.	Significant Changes		161
	ITEM 9.	THE OFFER AND LISTING		161
	9A.	Offer and Listing Details		161
	9B.	Plan of Distribution		162
	9C.	Markets		162
	9D.	Selling Shareholders		163
	9E.	Dilution		163
	9F.	Expenses of the Issue		163
	ITEM 10.	ADDITIONAL INFORMATION		164
	10A.	Share Capital		164
	10B.	Memorandum and Articles of Association		164
	10C.	Material Contracts		170
	10D.	Exchange Controls		170
	10E.	Taxation		171
	10F.	Dividends and Paying Agents		178
	10G.	Statement by Experts		178
	10H.	Documents on Display		178
	10I.	Subsidiary Information		178
	10J.	Annual Report to Security Holders		178
	ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	178
	ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	183
	12A.	Debt Securities		183
	12B.	Warrants and Rights		183
	12C.	Other Securities		183
	12D.	American Depositary Shares		183
	PART II			185
	ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	185
	ITEM 14 .	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	185
	ITEM 15.	CONTROLS AND PROCEDURES		185
	15A.	Disclosure Controls and Procedures		185
	15B.	Management's Annual Report on Internal Control Over Financial Reporting	185
	15C.	Attestation Report of the Independent Registered Public Accounting Firm	185
	15D.	Changes in Internal Control Over Financial Reporting	185

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	ITEM 16.	[RESERVED]		186
	16A.	Audit Committee Financial Expert		186
	16B.	Code of Ethics and Conduct		186
	16C.	Principal Accountant Fees and Services		186
	16D.	Exemptions from the Listing Standards for Audit Committees	187
	16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	187
	16F.	Change in Registrant's Certifying Accountant	188
	16G.	Corporate Governance		188
	16H.	Mine Safety Disclosure		190
	16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	190
	16J.	Insider Trading Policies		190
	16K.	Cybersecurity		190
	PART III			191
	ITEM 17.	FINANCIAL STATEMENTS		191
	ITEM 18.	FINANCIAL STATEMENTS		191
	ITEM 19.	EXHIBITS		191

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Table of Contents

INTRODUCTION

Certain Terms and Conventions

All references in this annual report to (i) "Itaú Unibanco Holding," "Itaú Unibanco Group," "we," "us" or "our" are references to Itaú Unibanco Holding S.A. and its consolidated subsidiaries and affiliates, except where specified or differently required by the context; (ii) the "Brazilian government" are references to the federal government of the Federative Republic of Brazil, or Brazil; (iii) "preferred shares" are references to our authorized and outstanding preferred shares with no par value; and (iv)"common shares" are references to our authorized and outstanding common shares with no par value. All references to "ADSs" are to American Depositary Shares, each representing one preferred share, without par value. The ADSs are evidenced by American Depositary Receipts, or "ADRs," issued by The Bank of New York Mellon, or BNY Mellon. All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil. All references to "US$," "dollars" or "U.S. dollars" are to United States dollars.

Additionally, unless specified or the context indicates otherwise, the following definitions apply throughout this annual report:

• "Itaú Unibanco" means Itaú Unibanco S.A., together with its consolidated subsidiaries;
• "Itaú BBA" means Banco Itaú BBA S.A., together with its consolidated subsidiaries;
• "Central Bank" means the Central Bank of Brazil;
• "CLP" means the Chilean peso, the official currency of Chile;
• "CMN" means the Brazilian National Monetary Council; and
• "CVM" means the Securities and Exchange Commission of Brazil.

Additionally, acronyms used repeatedly, defined and technical terms, specific market expressions and the full names of our main subsidiaries and other entities referenced in this annual report are explained or detailed in the section entitled "Glossary".

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Forward-Looking Statements

This annual report contains statements that are or may constitute forward-looking statements within the meaning of Section 27A of the U.S Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other risks:

• Political instability in Brazil, including developments and the perception of risks in connection with the Brazilian elected government, as well as ongoing corruption and other investigations and increasing fractious relations and infighting within the administration of the Brazilian government, as well as policies and potential changes to address these matters or otherwise, including economic and fiscal reforms, any of which may negatively affect growth prospects in the Brazilian economy as a whole;
• General economic, political, and business conditions in Brazil and variations in inflation indices, interest rates, foreign exchange rates, and the performance of financial markets in Brazil and the other markets in which we operate;
• Global economic and political conditions, as well as geopolitical instability, in particular in the countries where we operate, including in relation to the United States, the Russian invasion of Ukraine and the Israel - Hamas conflict;
• Changes in laws or regulations, including in respect of tax matters, compulsory deposits and reserve requirements, that adversely affect our business;
• The effect of any changes in tax law, tax reforms or review of the tax treatment on our activities, our operations and profitability;
• Disruptions and volatility in the global financial markets;
• Costs and availability of funding;
• Failure or hacking of our security and operational infrastructure or systems;
• Our ability to protect personal data;
• Our level of capitalization;
• Increases in defaults by borrowers and other loan delinquencies, which result in increases in loan loss allowances;
• Competition in our industry;
• Changes in our loan portfolio and changes in the value of our securities and derivatives;
• Customer losses or losses of other sources of revenues;
• Our ability to execute our strategies and capital expenditure plans and to maintain and improve our operating performance;
• Our exposure to Brazilian public debt;
• Incorrect pricing methodologies for insurance, pension plan and premium bond products and inadequate reserves;
• The effectiveness of our risk management policies;
• Our ability to successfully integrate acquired or merged businesses;
• Adverse legal or regulatory disputes or proceedings;
• Environmental damage and climate change and effects from socio-environmental issues, including new and/or more stringent regulations relating to these issues; and
• Other risk factors as set forth under "Item 3D. Risk Factors."

The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar words are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur. Our actual results and performance could differ substantially from those anticipated in such forward-looking statements.

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Presentation of Financial and Other Information

The information found in this annual report is accurate only as of the date of such information or as of the date of this annual report, as applicable. Our activities, our financial position and assets, the results of transactions and our prospects may have changed since that date.

Information contained in or accessible through our website or any other websites referenced herein does not form part of this annual report unless we specifically state that it is incorporated by reference and forms part of this annual report. All references in this annual report to websites are inactive textual references and are for information only.

Effect of Rounding

Certain amounts and percentages included in this annual report, including in the section of this annual report entitled "Item 5. Operating and Financial Review and Prospects" have been rounded for ease of presentation. Percentage figures included in this annual report have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in the consolidated financial statements. Certain other amounts that appear in this annual report may not sum due to rounding.

Market and Industry Data

This annual report contains information, including statistical data, about certain markets and our competitive position. Except as otherwise indicated, this information is taken or derived from external sources. We indicate the name of the external source in each case where industry data is presented in this annual report. We cannot guarantee and we have not independently verified the accuracy of information taken from external sources, or that, in respect of internal estimates, a third party using different methods would obtain the same estimates as the estimates we present in this annual report.

About our financial Information

The reference date for the quantitative information for balances found in this annual report is as of December 31, 2023 and the reference date for results is the year ended December 31, 2023, except where otherwise indicated.

Our fiscal year ends on December 31 and, in this annual report, any reference to any specific fiscal year is to the twelve-month period ended on December 31 of that year.

The accounting principles and standards adopted in Brazil applicable to institutions authorized to operate by the Central Bank, or BRGAAP, include those established under Brazilian Corporate Law, by the Accounting Pronouncements Committee ("Comitê de Pronunciamentos Contábeis") or CPC which started issuing standards in 2007, and by the Federal Accounting Council ("Conselho Federal de Contabilidade") or CFC. In the case of companies subject to regulation by the Central Bank, such as us, the effectiveness of the accounting pronouncements issued by entities such as the CPC depends on approval of the pronouncement by the CMN,which also establishes the date of effectiveness of any pronouncements with respect to financial institutions. Additionally, CVM and other regulatory bodies, such as SUSEP and the Central Bank, provide additional industry-specific guidelines.

The CMN establishes that financial institutions must present consolidated financial statements in accordance with the International Financial Reporting Standards, issued by the International Accounting Standards Board IASB, currently described as "IFRS Accounting Standards" by the IFRS Foundation.

Our consolidated financial statements, included elsewhere in this annual report, are prepared in accordance with IFRS Accounting Standards. Unless otherwise stated all consolidated financial information related to the years ended December 31, 2023, 2022 and 2021 included in this annual report was prepared in accordance with IFRS Accounting Standards as issued by IASB.

Our books and records are maintained in Brazilian reais, the official currency in Brazil and we use BRGAAP for our reports to Brazilian stockholders and calculation of payments of dividends.

For further information about the main differences between our management reporting systems and the consolidated financial statements prepared in accordance with IFRS Accounting Standards as issued by the IASB see "Note 30 - Segment Information" to our consolidated financial statements.

Our consolidated financial statements as of December 31, 2023 and 2022 and for each of the years ended December 31, 2023, 2022 and 2021 were by PricewaterhouseCoopers Auditores Independentes Ltda., or PwC, independent registered public accounting firm, as stated in its audit report contained in this Form 20-F.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

ITEM 3A. [RESERVED]

3B. Capitalization and Indebtedness

Not applicable.

3C. Reasons for the Offer and Use of Proceeds

Not applicable.

3D. Risk Factors

This section addresses the risks we consider material to our business and an investment in our securities. Should any of the following risks actually occur, our business and financial condition, as well as the value of any investments made in our securities, will be adversely affected. Accordingly, investors should carefully assess the risk factors described below and the information disclosed in this annual report before making an investment decision. The risks described below are those that we currently believe may adversely affect us. Other risks that we do not presently consider material, emerging risks or risks not currently known to us may also adversely affect us.

Summary of Risk Factors

Macroeconomic and Geopolitical Risks

• Changes in macroeconomic and geopolitical conditions may adversely affect us.
• Developments and the perception of risk of other countries may adversely affect the Brazilian economy and the market price of Brazilian securities.
• The Brazilian government has exercised, and continues to exercise, influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, may adversely affect us.
• Inflation and fluctuation in interest rates could have a material adverse effect on our business, financial condition and results of operations.
• Political instability in Brazil may adversely affect us.
• Exchange rate instability may adversely affect the Brazilian economy and, as a result, us.
• Any downgrading of Brazil's credit rating may adversely affect us.

Communicable Diseases

• The outbreak of communicable diseases around the world has led and may continue to lead to higher volatility in the global capital markets, adversely affecting the trading price of our shares. Regulatory, Compliance and Legal
• We are subject to regulation on a consolidated basis and may be subject to liquidation or intervention on a consolidated basis.
• Changes in applicable law or regulations may have a material adverse effect on our business.
• Increases in compulsory deposit requirements may have a material adverse effect on us.

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