[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 ☒

 

TIM S.A.

Publicly-Held Company

Corporate Taxpayer's ID (CNPJ/ME): 02.421.421/0001-11

Corporate Registry (NIRE): 33.300.324.631

NOTICE TO THE SHAREHOLDERS

PAYMENT OF INTEREST ON SHAREHOLDERS’ EQUITY

TIM S.A. (“TIM” or "Company") (B3: TIMS3; NYSE: TIMB), informs that its Board of Directors approved today, July 22, 2025, the distribution of R$ 320,000,000.00 (three hundred and twenty million reais) as Interest on Shareholders’ Equity.

The payment will be made by October 21^st, 2025, and July 25^th, 2025, is the date for identification of shareholders entitled to receive such values. Thus, the shares acquired after that date will be ex-Interest on Shareholders’ Equity rights.

1 – INTEREST ON SHAREHOLDERS’ EQUITY PER SHARE:

	Gross value per share	Total amount
Interest on Shareholders’ Equity	R$ 0.1323151001	R$ 320,000,000.00

The gross value per share is estimated and may be modified due to the variation in the number of treasury shares as a result of share buybacks carried out under the current program. In this case, the Company will issue a new Notice to the Shareholders informing the final value per share.

2 – WITHHOLDING TAX:

2.1. 15% of the Income Tax will be retained (Withholding Income Tax), for the occasion of the credit of Interest on Shareholders' Equity, except for shareholders who have differentiated taxation or who are exempt from taxation.

2.2. The shareholders mentioned above must prove this condition by July 25th, 2025 by means of an exemption letter, which should be sent first to the electronic address – dac.escrituracao@bradesco.com.br – and, subsequently, the hard copy should be mailed to Banco Bradesco S/A – Cidade de Deus, s/n, Vila Yara – Osasco/SP – CEP: 06029-900 – Prédio Amarelo – Departamento de Ações e custódia – Escrituração de Ativos.

3 - FORMS OF PAYMENT (BOOK-ENTRY SHARES):

3.1. The Interest on Shareholders' Equity related to shares custody by CBLC (Companhia Brasileira de Liquidação e Custódia) will be paid by B3 S.A. - Brasil, Bolsa, Balcão, which will transfer to the shareholders through custody agents;

3.2. Credit on account indicated by the shareholder at Banco Bradesco S/A;

3.3. Payment of Interest on Shareholders' Equity by Banco Bradesco S/A branches, in the case of shareholders who do not meet the aforementioned conditions; and

3.4. Additional information may be obtained at any branches of Banco Bradesco S/A. or through the e-mail address informed on item 2.2.

Rio de Janeiro, July 22, 2025.

TIM S.A.

Alberto Mario Griselli

Chief Executive Officer and

Investor Relations Officer

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.