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 February, 2024

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 - MATERIAL FACT – Payment of dividends and interest on capital

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: February 5, 2024.

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 MATERIAL FACT Payment of Dividends and Interest on Capital ITAÚ UNIBANCO HOLDING S.A. (“Company”) informs its stockholders that, as of this date, the Board of Directors has resolved on the payment of dividends to be made on March 08, 2024, in the amount of R$1.125125 per share for fiscal year of 2023, in addition to the previously declared amounts for the same fiscal year, based on the calculation of the final stockholding position registered on February 21, 2024, totaling R$11.0 billion. The Board of Directors has also approved the payment of the interest on capital1, also to be made on March 08, 2024, already declared in accordance with the Material Facts disclosed on: • September 6, 2023, in the gross amount of R$0.2693 (net amount of R$0.228905) per share, based on the final stockholding position recorded on September 18, 2023; and • November 24, 2023, in the gross amount of R$0.24724 (net amount of R$0.210154) per share, based on the final stockholding position recorded on December 6, 2023. Therefore, stockholders holding shares in the stockholding positions mentioned above will receive on March 8, 2024 dividends and interest on capital in the net amount of R$1.564184 per share. If you have any questions, please access www.itau.com.br/investor-relations and follow the route: services to investors > Contact IR. São Paulo (SP), February 5, 2024. RENATO LULIA JACOB Group Head of Investor Relations and Market Intelligence 1 Except for the corporate stockholders able to prove that they are immune or exempt from such withholding. Note: The amounts paid per share as interest on capital are the same for common (ITUB3) and preferred (ITUB4) shares.