Telefónica (TEF) moves to delist ADS and ordinary shares from NYSE

Rhea-AI Filing Summary

Telefónica, S.A. has filed a notification to remove its American Depositary Shares, each representing one ordinary share, and the related ordinary shares from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. This step is made through a Form 25 filing, which is used when a company takes its securities off an exchange or ends their registration there. The document is signed on behalf of Telefónica by the Director of Securities Market and Corporate Governance on January 8, 2026, confirming the company believes it meets the requirements to use this form.

Positive

• None.

Negative

• Telefónica, S.A. has initiated removal of its American Depositary Shares and related ordinary shares from listing and/or registration on the New York Stock Exchange under Section 12(b), which can affect liquidity and U.S. market access for these securities.

Insights

Equity markets and listing specialist

Telefónica moves to delist its ADS and ordinary shares from NYSE.

Telefónica, S.A. filed a Form 25 to remove its American Depositary Shares, each representing one ordinary share, and the related ordinary shares from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. Form 25 is the formal mechanism to delist securities from a national exchange or terminate their Section 12(b) registration.

This action matters because it typically affects how and where investors can trade the securities, including liquidity and access through U.S. exchanges. The filing states that the issuer has reasonable grounds to believe it meets all requirements for using this form and is signed by the Director of Securities Market and Corporate Governance on January 8, 2026, indicating a board-level governance process behind the decision.

Subsequent disclosures in company communications or other regulatory reports may provide more detail on post-delisting trading venues, any remaining U.S. registration status, and how holders of American Depositary Shares can continue to hold or trade their interests.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-09531

Telefónica, S.A.

NEW YORK STOCK EXCHANGE LLC

(Exact name of Issuer as specified in its charter, and name of Exchange

where security is listed and/or registered)

Distrito Telefónica,

Ronda de la Comunicación s/n,

28050 Madrid, Spain

+34 91-482 87 00

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

American Depositary Shares, each representing one Ordinary

Share; and Ordinary Shares, nominal value 1.00 euro per share

(not for trading, but only in connection with the registration of

American Depositary Shares representing such Ordinary

Shares)

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

☐ 17 CFR 240.12d2-2(a)(1)

☐ 17 CFR 240.12d2-2(a)(2)

☐ 17 CFR 240.12d2-2(a)(3)

☐ 17 CFR 240.12d2-2(a)(4)

☐ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.⁽¹⁾

☒ Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Telefónica, S.A. (Issuer) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

Date				Name				Title
January 8, 2026				/s/ Consuelo Barbé Capdevila				Director of Securities Market and Corporate Governance of Telefónica, S.A.

(1) Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

FAQ

What did Telefónica, S.A. (TEF) file with the SEC?

Telefónica, S.A. filed a Form 25, which is a notification of removal from listing and/or registration of its securities under Section 12(b) of the Securities Exchange Act of 1934.

Which Telefónica (TEF) securities are affected by this Form 25?

The Form 25 covers American Depositary Shares, each representing one ordinary share, and the underlying ordinary shares with a nominal value of 1.00 euro per share, which are associated with the ADS program.

On which exchange are Telefónica, S.A. securities being removed from listing?

The affected securities are listed on the New York Stock Exchange LLC, and the Form 25 concerns their removal from listing and/or registration on that exchange.

What does a Form 25 filing mean for Telefónica (TEF) investors?

A Form 25 filing means the issuer is taking steps to remove its securities from listing and/or registration under Section 12(b) on a U.S. exchange, which can change how investors trade those securities on that market.

Who signed Telefónica’s Form 25 and in what capacity?

The Form 25 was signed on January 8, 2026 by Consuelo Barbé Capdevila, acting as Director of Securities Market and Corporate Governance of Telefónica, S.A.

What does Telefónica, S.A. certify in its Form 25?

Telefónica, S.A. certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 25 for the removal from listing and/or registration of the specified securities.