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Personnel expenses
12 Months Ended
Dec. 31, 2025
Notes and other explanatory information [abstract]  
Personnel expenses

 

39.Personnel expenses

a) Breakdown

The breakdown of the “Personnel Expenses” line item is presented below:

 

     
Thousand of Reais 2025 2024 2023
       
Wages and salaries 7,241,613 7,087,141 6,640,403
Social security costs 1,712,591 1,692,382 1,654,056
Benefits 1,771,477 1,753,478 1,659,195
Defined benefit pension plans (note 21) 5,841 6,280 3,867
Contributions to defined contribution pension plans 240,368 215,685 180,926
Share-based compensation 211,800 294,088 163,695
Training 66,584 68,043 61,686
Other personnel expenses 449,072 480,899 450,098
Total 11,699,346 11,597,996 10,813,926

 

b) Stock-based compensation

Banco Santander maintains long-term incentive programs linked to the performance of its instruments, both in Brazil (SANB11) and globally. The plans aim to align the interests of executives and shareholders, promoting a focus on the sustainability of market value and the creation of long-term value. Eligible members include members of the Executive Board and other executives nominated by the Board of Directors, considering criteria of seniority and strategic impact. Board members only participate if they hold positions on the Executive Board.

b.1) Local and Global Program

 

                 
          01/01 to   01/01 to   01/01 to
Program Liquidity Type Vesting Period Period of Exercise   12/31/2025   12/31/2024   12/31/2023
    07/2019 to 06/2022 2024 R$ - (1) R$ (1) R$ 292,537 SANB 11 (2)
    09/2020 to 09/2022 2024   - (1)   (1)   217,291 (2)
    01/2021 to 10/2024 2024 - - (1) R$ (1) R$ 18,270,000 (1)
    01/2023 to 12/2026 2025 and  2026   1,375,000 (1)   750,000 (1)   750,000 (1)
    01/2024 to 12/2027 2026, 2027 and 2028 R$ 350,000 (2) R$ 1,100,000 (2) R$ (2)
    01/2021 to 10/2024 2024 - - (1)   (1) R$ (1)
  Santander Brasil Bank Shares 01/2025 to 12/2028 2026 and 2029   2,500,000 (2)   (2)   (2)
Local 01/2022 to 12/2025 2025   - SANB11 (3)   118,363 SANB11 (3)   118,363 SANB11 (3)
    01/2023 to 12/2026 2026 - 11,820 SANB11 (4) R$ 20,263 SANB11 (4) R$ 15,637 SANB11 (4)
    01/2025 to 12/2028 2027 and 2028   143,024 SANB 11     SANB 11     SANB 11
    2023 EUR 367   Global Actions (5)   Global Actions (5)   80,412 Global Actions (5)
    2023, with limit for options' exercise until 2030   385,956 Options on Global Stocks (5)   420,394 Options on Global Stocks (5)   420,394 Options on Global Stocks (5)
02/2024 EUR 2,685   Global Actions (6)   117,601 Global Actions (6)   117,601 Global Actions (6)
    02/2024, with a limit for exercising the options until 02/2029   105,534 Global Stock Options (6)   183,840 Global Stock Options (6)   350,839 Global Stock Options (6)
Global Santander Spain Shares and Options 2025 EUR 3,104   95,786 Global Actions (6)   95,786 Global Actions (6)   95,786 Global Actions (6)
2025, with a limit for exercising the options until 2030   22,989 Global Stock Options (6)   367,827 Global Stock Options (6)   367,827 Global Stock Options (6)
    2026 EUR 3,088   175,476 Global Actions (6)   175,476 Global Actions (6)   199,680 Global Actions (6)
    2026, with a limit for exercising the options until 2033   472,469 Global Stock Options (6)   472,469 Global Stock Options (6)   537,637 Global Stock Options (6)
    2027 EUR 6,395   8,528 Global Actions (6)   8,528 Global Actions (6)   9,095,000 Global Actions (6)
    2027, with a limit for exercising the options until 2032   80,476 Global Stock Options (6)   80,476 Global Stock Options (6)   Global Stock Options (6)
    2028 EUR 7,142   2,411 Global Actions (6)   2,411 Global Actions (6)   Global Actions (6)

 

    2028, with a limit for exercising the options until 2033   9,888 Global Stock Options (6)   9,888 Global Stock Options (6)   Global Stock Options (6)
    2029 EUR 5,414   5,340 Global Actions (6)     Global Actions (6)     Global Actions (6)
    12/2024, with payment in 2025   SANB11 (7)   50,419 SANB11 (7)   SANB11 (7)
    12/2025, with payment in 2026   52,037 SANB11 (8)   70,346 SANB11 (8)   SANB11 (8)
        R$ 4,225,000 (1) (2) R$ 1,850,000 (1) R$ 19,020,000 (1) (2)
Balance of Plans on December 31, 2025           SAN Actions Op. (4)      
    206,881 SANB11   259,391 SANB11   643,828 SANB11
          SAN Actions Op. (4)      
    287,541 Global Actions (5) (6)   399,802 Global Actions (5) (6)   1,139,060 Global Actions (5) (6)
          1,077,312 Global stock options (5) (6)   1,114,530 Global stock options (5) (6)   106,147 Global stock options (5) (6)
(1) Target of the plan in Reais, payment in SANB11 shares according to the achievement of the plan's performance indicators at the end of the vesting period, based on the price of the last 15 shares of the month immediately preceding the payment..
(2) Target of the plan in Reais, to be converted into SANB11 shares according to the achievement of the plan's performance indicators at the end of the vesting period, based on the price of the last 50 trading days of the month immediately preceding the payment month.
(3) Long-Term Incentive Plans completed, with 142,335 shares increased by dividends paid throughout 2025.
(4) Plan with a write-off of 8,443 shares due to loss of rights.
(5) Plan completed with 100% achievement. Part equivalent to 80,412 global shares was paid in cash in Mar/2024 (after the lockup) and 78,841 shares were cancelled. The options may be exercised until the end of the exercise period in 2030, and at the moment we have cancelled 412,175 options.
(6) Target of the plan in Global stock and stock options, to be paid in cash at the end of the vesting period, as the plan's performance indicators are met.
(7) Plan completed with final achievement of 75%. Delivery of 31,844 gross shares in May/2025, according to criteria established in the plan contract. And write-off of 18,575 shares due to loss of rights.
(8) Dismissal of 18,309 shares due to loss of rights.

 

 

 

Global ILP (Long Term Incentive) Plans)

 

Currently, we have active global plans launched between 2019 and 2024, targeting global stocks and options, whose design includes:

 

Clear definition of performance metrics (financial and non-financial);
Multi-year deferral, ensuring a focus on sustainable results;
Settlement in assets or financial equivalents, in accordance with malus and clawback rules.

 

This structure aligns with international best practices in compensation governance, reinforcing transparency and capital discipline.

 

Pricing Model

The measurement of the plans is based on the Local Volatility (Dupire) model, adjusted to incorporate uncertainties in dividends, offering greater accuracy in the fair value estimate. The main parameters considered include:

 

Weighted average share price;
Exercise price;
Implied and expected volatility;
Risk-free interest rate;
Dividend projection.

 

The options have expiration dates up to 2033, and the exercise price corresponds to the market value on the exercise date, conditional upon achieving the established targets.

Local ILP Plans (Long-Term Incentive)

 

Local long-term incentive plans may be granted in accordance with the strategy of new companies in the group or specific businesses, generally with a vesting period of 3 (three) years.

Each plan has a specific contract, and its calculation and payment must be approved by the established governance body, observing local and global regulatory resolutions.

The reference value for each participant will be converted into SANB11 shares, typically based on the price of the last 50 trading sessions of the month immediately preceding the plan payment.

At the end of the vesting period, payment, whether for the resulting shares in the case of local plans or the equivalent value of the shares/options in the case of global plans, is made with a restriction of 1 (one) year, and this payment is also subject to the application of Malus/Clawback clauses, which may reduce or cancel the shares to be delivered in cases of non-compliance with internal rules and exposure to excessive risks, or in cases of material failure to comply with the requirements for financial reporting, in accordance with Section 10D of the Securities Exchange Act (SEC), applicable to companies with shares listed on the NYSE.

 

Impact on Results

The impacts on results are recognized in the Personnel Expenses line item, as detailed below:

       
      Consolidated
    01/01 to 01/01 to 01/01 to
    12/31/2025 12/31/2024 12/31/2023
Program Settlement Type      
Local Santander Actions (Brazil) 8,407 6,178 17,097
Global Santander Spain shares and stock options 5,971 6,953 6,380

 

b.2) Stock-Based Variable Compensation

The long-term incentive plan (deferral) sets forth the criteria for the disbursement of future deferred portions of variable compensation, taking into account sustainable financial foundations over the long term. This includes the possibility of applying reductions or cancellations in response to the risks undertaken and the fluctuations in the cost of capital.

The variable compensation plan, which is linked to Banco Santander shares, is divided into 2 programs: (i) Identified Group and (ii) Other Employees. The impacts on results are recognized in the Personnel Expenses line item, as detailed below:

         
      01/01 to 01/01 to 01/01 to
Program Participant Liquidity Type 12/31/2025 12/31/2024 12/31/2023
Collective Identified Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas 50% in cash indexed to 100% of CDI and 50% and instruments 225,202 139,470 156,962
Unidentified Collective Management-level employees and employees who are benefited by the Deferral Plan 50% in cash indexed to 100% of CDI and 50% and instruments 187,831 170,949 223,562