TIM S.A. (NYSE: TIMB) buys remaining 51% of I-Systems for R$947M

Rhea-AI Filing Summary

TIM S.A. has completed the acquisition of the remaining 51% of the share capital of I-Systems Soluções de Infraestrutura S.A., after all conditions precedent were fulfilled on May 6, 2026. With this closing, TIM now owns 100% of I-Systems, which becomes a wholly owned subsidiary.

The final purchase price for the remaining stake was R$947 million, with all other terms and conditions unchanged from those previously disclosed in the February 11, 2026 material fact.

Insights

Telecom M&A and corporate strategy analyst

TIM secures full control of I-Systems with a R$947M buyout of the remaining 51% stake.

TIM S.A. has closed the purchase of the remaining 51% equity interest in I-Systems, paying a final price of R$947 million. This converts I-Systems into a wholly owned subsidiary, giving TIM full control over its infrastructure solutions business.

The transaction closed on May 6, 2026 after all conditions precedent were satisfied, and other terms remain as outlined in the February 11, 2026 material fact. Full ownership can simplify governance and integration decisions, though financial effects depend on I-Systems’ contribution and any funding structure not detailed here.

Subsequent disclosures may elaborate on how consolidating 100% of I-Systems influences TIM’s capital allocation, infrastructure investments, and reported results over future reporting periods.

Key Figures

Final purchase price: R$947 million Stake acquired at closing: 51% of share capital Post-transaction ownership: 100% of share capital +1 more

4 metrics

Final purchase price R$947 million Paid for remaining 51% of I-Systems

Stake acquired at closing 51% of share capital Remaining equity interest in I-Systems

Post-transaction ownership 100% of share capital I-Systems becomes wholly owned subsidiary

Closing date May 6, 2026 Date conditions precedent were fulfilled and deal closed

Key Terms

wholly owned subsidiary, conditions precedent, Material Fact

3 terms

wholly owned subsidiary financial

"Following the closing of the Transaction, the Company now holds 100% ... making it a wholly owned subsidiary."

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

conditions precedent financial

"it has completed, on May 6, 2026, following the fulfillment of all applicable conditions precedent, the acquisition..."

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

Material Fact regulatory

"further to the Material Fact disclosed on February 11, 2026, it has completed... All other terms and conditions ... remain as disclosed in the Material Fact"

Form 6-K: How Foreign Companies Report to the SEC →

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: May 7, 2026

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.

Companhia Aberta

CNPJ/MF nº 02.421.421/0001-11

NIRE 33.300.324.631

NOTICE TO THE MARKET

CLOSING OF THE I-SYSTEMS ACQUISITION TRANSACTION

TIM S.A. (“TIM” or the “Company”) (B3: TIMS3; NYSE: TIMB) hereby informs its shareholders and the market in general that, further to the Material Fact disclosed on February 11, 2026, it has completed, on May 6, 2026, following the fulfillment of all applicable conditions precedent, the acquisition of the remaining equity interest corresponding to 51% (fifty-one percent) of the share capital of I-Systems Soluções de Infraestrutura S.A. (“I-Systems” and the “Transaction”).

Following the closing of the Transaction, the Company now holds 100% (one hundred percent) of I-Systems’ share capital, making it a wholly owned subsidiary. The final purchase price amounted to R$947 million.

All other terms and conditions of the Transaction remain as disclosed in the Material Fact referred to above.

Rio de Janeiro, 7 de maio de 2026.

TIM S.A.

Vicente de Moraes Ferreira

Diretor de Relações com Investidores

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: May 7, 2026		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer

FAQ

What transaction did TIMB (TIM S.A.) announce regarding I-Systems?

TIM S.A. completed the acquisition of the remaining 51% of I-Systems’ share capital. This gives TIM full ownership of I-Systems, turning it into a wholly owned subsidiary and consolidating control over its infrastructure solutions operations within the group.

How much did TIMB pay for the remaining 51% stake in I-Systems?

TIM S.A. agreed on a final purchase price of R$947 million for the remaining 51% equity interest in I-Systems. This amount applies to the closing announced, with all other terms and conditions unchanged from the February 11, 2026 material fact.

When was the I-Systems acquisition by TIMB formally completed?

The acquisition of the remaining 51% stake in I-Systems by TIM S.A. was completed on May 6, 2026. Closing occurred after all applicable conditions precedent were fulfilled, allowing TIM to move from majority ownership to full control of the subsidiary.

What is TIMB’s ownership percentage in I-Systems after this transaction?

After acquiring the remaining 51% equity interest, TIM S.A. now owns 100% of I-Systems’ share capital. This makes I-Systems a wholly owned subsidiary, aligning its governance and strategic direction fully under TIM’s control for future operations and reporting.

Did TIMB change any other terms of the I-Systems transaction at closing?

No, the company states that all other terms and conditions of the I-Systems transaction remain as previously disclosed. They refer specifically to the Material Fact dated February 11, 2026, indicating that only the closing and final price confirmation are newly highlighted.