TIM S.A. (NYSE: TIMB) proposes R$480M interest on shareholders’ equity
Rhea-AI Filing Summary
TIM S.A. disclosed that its Fiscal Council reviewed management’s proposal to distribute interest on shareholders’ equity totaling R$480,000,000.00, equal to R$0.1994037422 of gross value per share. The Council expressed a favorable opinion on submitting this proposal to the Board of Directors.
The proposed interest on equity would be paid by January 21, 2026, with no monetary adjustment. Shareholders of record on September 26, 2025 would be entitled to receive the amount, and a 15% withholding income tax rate would generally apply, subject to differentiated or exempt tax treatments.
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FAQ
What did TIMB disclose in this 6-K regarding interest on equity?
The filing describes a management proposal to distribute R$480,000,000.00 as interest on shareholders’ equity. TIM’s Fiscal Council reviewed the plan, agreed with the terms presented, and issued a favorable opinion on submitting this proposal to the company’s Board of Directors.
What is the record date for TIMB’s proposed interest on equity?
The proposal uses September 26, 2025 as the record date to determine eligible shareholders. Investors holding TIM shares on that date would qualify for the payment, while shares acquired after that date would trade ex-rights to the proposed interest on equity distribution.
When is TIMB’s proposed interest on equity expected to be paid?
The proposed interest on equity is scheduled for payment by January 21, 2026. The amount would be paid without any monetary restatement, meaning no inflation or index adjustment would be added between the approval and the payment date.
What tax treatment applies to TIMB’s proposed interest on equity?
The proposal states that a 15% withholding income tax will apply when the interest on equity is credited. This standard rate does not apply to shareholders with differentiated taxation or those specifically exempt under applicable Brazilian tax regulations.
Did TIMB’s Fiscal Council approve the interest on equity proposal?
The Fiscal Council expressed a favorable opinion on presenting the interest on equity distribution proposal to the Board of Directors. Their opinion is based on information and clarifications provided by management during a joint meeting with the company’s Statutory Audit Committee.
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: September 23, 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 – 12th 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
CNPJ/MF 02.421.421/0001-11
NIRE 333.0032463-1
MINUTES OF THE FISCAL COUNCIL’S MEETING
HELD ON SEPTEMBER 23rd, 2025
DATE, TIME AND PLACE: September 23rd, 2025, at 11.00 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$480,000,000.00 (four hundred and eighty million reais) at R$0.1994037422 (zero point one, nine, nine, four, zero, three, seven, four, two, two cents) of gross value per share; (ii) payment will be made until January 21st, 2026, without the application of any monetary restatement index; (iii) shall be considered the date September 26th, 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 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.
CONT. OF MINUTES OF THE FISCAL COUNCIL’S MEETING OF TIM S.A.
September 23rd, 2025
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), September 23rd, 2025.
FABIANE RESCHKE
Secretary
2
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$480,000,000.00 (four hundred and eighty million reais) at R$0.1994037422 (zero point one, nine, nine, four, zero, three, seven, four, two, two cents) of gross value per share, for payment to be made until January 21st, 2026, without the application of any monetary restatement index, considering the date of September 26th, 2025, to identify the shareholders entitled to receive such amounts.
Rio de Janeiro, September 23rd, 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: September 23, 2025 | By: | /s/ Alberto Mario Griselli | |
| Alberto Mario Griselli | |||
| Chief Executive Officer, Chief Financial Officer and Investor Relations Officer | |||