Santos took another step in talks to transform its football into SAF, but has not yet sold control of the operation to SDC Sports. On August 7, 2026, the club announced the signing of a non-binding term sheet for the company's acquisition of a controlling stake in the future Santos SAF.
Word choice is important. The document records the basis for the continuation of the negotiation, but Santos himself informed that the conclusion of any transaction still depends on statutory changes, internal approvals, confirmatory due diligence between the parties and the signing of definitive documentation.
Therefore, the meeting scheduled for August 31st should be understood as another milestone in the process, and not as the date on which Santos will necessarily have a private controller.
What Santos signed with SDC Sports
The August 7 statement says the term sheet reflects approximately five months of due diligence on Santos' assets, liabilities and operations. The stage began after the non-binding proposal presented in February.
In February, the club still described the agreement as an exclusive agreement to deepen strategic, financial and operational analyses, preserving the autonomy of Santos and SDC Sports to decide whether or not they would reach a definitive investment.
Now there is an advance: the term sheet already expressly addresses the acquisition of a controlling stake in Santos SAF. This, however, remains different from a definitive share transfer agreement.
The official statement does not inform the exact percentage of the negotiated stake, the final price of the operation or all the governance rights of the future investor. Reports indicate SDC Sports' interest at 80%, but this percentage does not appear in the official note dated August 7th.
Why the term sheet does not mean that Santos was sold
There are at least four pending issues expressly recognized by the club itself.
The first is statutory. The intended control model must be compatible with Santos' internal rules.
The second involves approvals from governance bodies. The note mentions by name the Deliberative Council and the General Assembly of Associates.
The third is the party-to-party confirmatory due diligence. Even after the investigation carried out in recent months, Santos and SDC still condition the operation to satisfactory final checks. This means that financial, legal or operational information found at this stage may still influence conditions, require renegotiation or prevent closing.
The fourth is the definitive documentation. The term sheet does not replace the contracts that will effectively govern the transaction, its rights, obligations, conditions precedent and governance mechanisms. Santos' note does not publicly detail what these instruments will be.
The Statute is still one of the main bottlenecks
The reform of the Santos Statute began to be voted on in the Deliberative Council in May. That month, the Council itself reported that it had approved the chapter relating to the SAF, increasing to up to 80% the stake that could be transferred in a future operation, replacing the 49% limit cited by the club.
This does not mean that the new Statute is already in effect.
Santos previously informed that no statutory changes come into force only with the approval of articles by the Council: the final text must go through the Deliberative Council and then by the members in the General Assembly.
On August 8, the ge also reported that the reform still needed to be completed in the Council to later go to the General Assembly.
The 2023 Statute, currently available by the club on its Transparency Portal, determines that statutory reforms approved by the Council are submitted to the General Assembly. To change the Statute, a favorable vote from two thirds of the members present is required. The same text provides for the participation of the Council and the Assembly in decisions on the transformation into a SAF or changes to Santos' participation in that company.
There is an important caveat: as these rules are in the process of being reformed, the definitive procedure for the future operation will need to be checked in the text that is actually approved by the members.
Approving the new Statute is also not equivalent to approving the sale to SDC
These are related decisions, but not necessarily identical.
The statutory reform can create the internal legal space for an investor to retain control of the SAF. This does not in itself mean automatic agreement to all terms specifically negotiated with SDC Sports.
The August 7th note itself maintains the completion of the transaction conditional on the “applicable internal approvals” of the Deliberative Council and the General Assembly. Therefore, there is no public basis, at this time, to treat the possible approval of the new Statute as a definitive and irreversible authorization of the operation with SDC.
In practice, the process has two intersecting issues: Santos needs to define which operations its internal structure allows and, then, the competent bodies need to analyze the concrete transaction that will be presented.
What could happen by August 31
According to UOL, a meeting of the Deliberative Council was scheduled for August 31st for representatives from SDC Sports to present the group and its plans to the councilors. The report states that the intention of this first meeting is to present the project and that no decision on the sale is expected at the meeting.
The date requires a distinction: August 31 was announced by the press as the date of presentation to the Council; Santos' official note of August 7th did not establish August 31st as the deadline to complete the sale. The club's statement only states that SDC will present the project to the Deliberative Council.
Until then, some movements may advance in parallel:
- voting and consolidation of the new Statute by the Council;
- the preparation of a future General Assembly of associates, if the statutory reform is completed;
- confirmatory diligence between Santos and SDC Sports;
- negotiation of definitive documents and economic and governance conditions;
- preparation of SDC Sports' presentation to advisors.
None of these steps, in isolation, represents a transfer of control.
Three outcomes remain possible
The first is the advancement of negotiation. If statutory reform, internal approvals, due diligence and contracts converge, Santos and SDC could move towards a definitive transaction.
The second is a renegotiation. Confirmatory due diligence, the requirements of club bodies or the final wording of the Statute may lead to changes in percentage, obligations, governance or other conditions. As the term sheet was not fully disclosed, it is not possible to say which points may be changed or which specific clauses may have binding force.
The third is that the operation is not completed. An internal disapproval, a divergence during due diligence or the lack of agreement on the final documentation can interrupt the process. Santos himself continues to treat the conclusion of the transaction as conditional, and not as a fait accompli.
The safest information at this point, therefore, is less dramatic than “Santos was sold”: Santos and SDC Sports have reached a more advanced preliminary understanding regarding a future controlling stake, but the deal still needs to go through relevant institutional and contractual steps.
By August 31, the main change expected is that the project will no longer circulate only among directors, advisors and negotiators and will be formally presented to the Council. The final decision, however, continues to depend on a longer path and also on the club's members.
