6-K

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 Registrant’s 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–                         

EXHIBIT INDEX

99.1 ITAÚ UNIBANCO - ANNOUNCEMENT TO THE MARKET - Banco Itaú BBA S.A.

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.

Itaú Unibanco Holding S.A.
By:	/s/ Renato Lulia Jacob
Name:	Renato Lulia Jacob
Title:	Group Head of Investor Relations and Market Intelligence
By:	/s/ Alexsandro Broedel
Name:	Alexsandro Broedel
Title:	Chief Financial Officer

EX-99.1

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