[6-K] TIM S.A. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

ECD Automotive Design, Inc. (Nasdaq: ECDA) filed an 8-K summarising the outcomes of its 22-Jul-2025 annual meeting, where 53.46% of the 47.6 m outstanding shares were represented.

• Reverse stock split authority: Shareholders authorised the board to effect one or more reverse splits of up to 1-for-200 any time before 31-Jul-2026 (25.13 m FOR; 302k AGAINST).
• Nasdaq Rule 5635 share-issuance waiver: Approved issuance of shares tied to three June-2025 financing agreements in excess of the 19.99% cap and below the Nasdaq “Minimum Price” (25.02 m FOR; 410k AGAINST).
• Equity Incentive Plan expansion: Reserve lifted from 2.5 m to 15 m shares (25.00 m FOR; 437k AGAINST).
• Director election: Thomas Wood elected Class II director through the 2028 AGM (25.13 m FOR; 285k AGAINST).
• Auditor ratification: Barton CPA PLLC retained for fiscal 2025 (25.36 m FOR; 44k AGAINST).

All proposals passed comfortably; no other material financial data or forward guidance was provided.

Positive

• Capital-structure flexibility: Board now authorised to execute reverse split and raise equity beyond Nasdaq caps, improving odds of maintaining listing.
• Strong shareholder support: Each proposal passed with >98% of votes cast (except split authority at 53%), indicating investor alignment.
• Auditor continuity: Barton CPA PLLC ratified with 99.7% support, reducing audit-transition risk.

Negative

• Potential dilution: Approval to issue >20% new shares and increase incentive pool to 15 m shares could materially dilute existing holders.
• Reverse split signal: Authorization for a split up to 1:200 implies the share price may be at risk of breaching Nasdaq minimums.

Insights

Securities Analyst

TL;DR: All AGM proposals passed, providing financing flexibility but introducing dilution and signalling potential share-price weakness.

The meeting secured board authority for a reverse split of up to 1:200—typically used to regain Nasdaq price compliance—suggesting management anticipates continued share-price pressure. Shareholders also approved issuances above the 19.99% cap tied to recent financing agreements and expanded the equity incentive pool six-fold to 15 m shares; both moves are materially dilutive but give the company capital-raising latitude. Auditor ratification and director election are routine. Net impact is neutral: flexibility is positive, but dilution and split risk offset the benefit.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: July 22, 2025

Commission File Number: 001-39570

TIM S.A.
(Exact name of Registrant as specified in its Charter)

João Cabral de Melo Neto Avenue, 850 – North Tower – 12^th floor
22775-057 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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 ☒

 

 

 

Classificado como Público TIM S.A. Publicly Held Company CNPJ/MF 02.421.421/0001-11 NIRE 333.0032463-1 MINUTES OF THE FISCAL COUNCIL’S MEETING HELD ON JULY 22nd, 2025 DATE, TIME AND PLACE: July 22nd, 2025, at 10.00 a.m., at the head office of TIM S.A. (“Company”), domiciled at Avenida João Cabral de Mello Neto, 850, Torre Sul, 13° floor, Barra da Tijuca, in the city and State of Rio de Janeiro. PRESENCE: Messrs. Walmir Urbano Kesseli, Elias de Matos Brito and Heloisa Belotti Bedicks, regular members of the Company’s Fiscal Council (“CF”) attended the meeting, either in person or by means of audio or videoconference. Mrs. Fabiane Reschke, Secretary, also attended the meeting. It is also registered the presence of Mr. Nicandro Durante, Chairman of the Company’s Board of Directors. AGENDA: Presentation on the payment proposal of the Company’s interest on shareholders’ equity (“IE”). CLARIFICATIONS AND RESOLUTIONS: Initially, it is noted that the meeting was held jointly with the Statutory Audit Committee (“CAE”) of the Company, during discussions on the items on the Agenda. Upon the review of the material presented and filed at the Company’s head office, and based on the information provided and discussions of the subject included on the Agenda, the Fiscal Council members registered their considerations and discussions as follows: Presentation on the payment proposal of the Company’s interest on shareholders’ equity (“IE”). Messrs. Gustavo Baptista Alves, representative of the Tax Services area, and Victor de Almeida Pinto F. de Mendonça, representative of the Tax Strategy area, made a brief introduction about the calculation methodology used for the payment of Interest on Equity ("IE") by the Company and presented the management proposal for the distribution as IE, as follows: (i) the distribution of profits in the amount of R$320,000,000.00 (three hundred and twenty million reais) at R$0.1323151001 (zero point one, three, two, three, one, five, one, zero, zero, one cents) of gross value per share; (ii) payment will be made until October 21st, 2025, without the application of any monetary restatement index; (iii) shall be considered the date July 25th, 2025, to identify the shareholders entitled to receive such amounts. Therefore, the shares acquired after said date will be traded ex direito of IE distribution; and (iv) The withholding of Income Tax will be of 15% (fifteen percent) on the occasion of the credit of CONT. OF MINUTES OF THE FISCAL COUNCIL’S MEETING OF TIM S.A. July 22nd, 2025 2 Classificado como Público the IE, except for the shareholders who have differentiated taxation or who are exempt from said taxation. The gross amount per share may be modified due to the variation in the number of treasury shares. After the clarifications provided, the members of the Fiscal Council thanked and expressed in favor of the management proposal. CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved, and signed by all attendees CF Members. I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective corporate book. Rio de Janeiro (RJ), July 22nd, 2025. FABIANE RESCHKE Secretary Classificado como Uso Interno TIM S.A. Publicly Held Company CNPJ/MF 02.421.421/0001-11 NIRE 333.0032463-1 FISCAL COUNCIL’S OPINION The Members of the Fiscal Council of TIM S.A. ("Company"), in the exercise of their attributions and legal duties, as provided in Article 163 of the Brazilian Corporate Law, based on the information provided and the clarifications received by the Company's management, expressed their favorable opinion on the presentation, to the Board of Directors of the Company, of the proposal for the distribution as Interest on Shareholders’ Equity in the amount of R$320,000,000.00 (three hundred and twenty million reais) at R$0.1323151001 (zero point one, three, two, three, one, five, one, zero, zero, one cents) of gross value per share, for payment to be made until October 21st, 2025, without the application of any monetary restatement index, considering the date of July 25th, 2025, to identify the shareholders entitled to receive such amounts. Rio de Janeiro, July 22nd, 2025. WALMIR URBANO KESSELI Chairman of the Fiscal Council ELIAS DE MATOS BRITO Member of the Fiscal Council HELOISA BELOTTI BEDICKS Member of the Fiscal Council

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.

		TIM S.A.
Date: July 22, 2025		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer, Chief Financial Officer and Investor Relations Officer

FAQ

What reverse stock split ratio did ECDA shareholders approve?

They authorised up to a 1-for-200 reverse split, executable any time before 31 Jul 2026 at the board’s discretion.

How many new shares can ECD Automotive Design issue under the June 2025 financing agreements?

Shareholders waived the 19.99% Nasdaq cap, allowing all shares required by the June 5 & 20, 2025 agreements to be issued, even below the “Minimum Price.”

How big is the increase to ECDA’s Equity Incentive Plan?

The reserve rises from 2.5 million to 15 million common shares.

Was the company’s auditor changed for 2025?

No. Barton CPA PLLC was ratified with 99.71% of votes cast.

Who was elected to ECDA’s board at the 2025 AGM?

Thomas Wood was elected as a Class II director through the 2028 annual meeting.