TIM S.A. (NYSE: TIMB) approves R$1B buyback through 2028

Rhea-AI Filing Summary

TIM S.A. (TIMB) reports that its Board of Directors approved a new Share Buyback Program 9, authorizing the acquisition of up to 55,187,638 common shares, equivalent to 2.31% of its total common shares. The shares acquired will be held in treasury and subsequently canceled, without reducing capital stock, aiming to increase shareholder value through the efficient use of available cash resources.

The program starts on August 19, 2026 and may run until February 19, 2028, with purchases made on B3 at market prices, within legal and regulatory limits. It will be intermediated by J.P. Morgan, BTG Pactual, Goldman Sachs do Brasil and Santander Corretora. TIM indicates that up to R$1 billion may be used, funded from profit reserves totaling R$5,359,444,218.69 as of June 30, 2026, and states that the program is compatible with its financial position, cash generation and dividend commitments.

Positive

• Board authorized a new buyback of up to 55,187,638 shares (2.31% of total common shares), targeting value creation via share cancellation.
• Program size of up to R$1 billion is backed by profit reserves of R$5.36 billion, suggesting ample internal funding capacity.
• Board states the buyback is compatible with the company’s solid financial position, future cash generation and ongoing dividend obligations.

Negative

• None.

Key Figures

Maximum shares to be repurchased: 55,187,638 shares Program share percentage: 2.31% Outstanding shares (free float): 763,295,382 shares +5 more

8 metrics

Maximum shares to be repurchased 55,187,638 shares Authorization under Share Buyback Program 9, equivalent to 2.31% of total common shares

Program share percentage 2.31% Portion of total common shares that may be acquired under Program 9

Outstanding shares (free float) 763,295,382 shares Common shares outstanding identified as free float at program approval

Treasury shares 16,860,598 shares Common shares already held in treasury before Program 9

Profit reserves available R$5,359,444,218.69 Profit reserves balance as of quarter ended June 30, 2026

Maximum cash allocation to buyback R$1 billion Approximate maximum amount to be used in Share Buyback Program 9

Program start date August 19, 2026 Date of Board approval and start of Share Buyback Program 9

Program end date February 19, 2028 Scheduled end of authorization period for share repurchases

Key Terms

Share Buyback Program, profit reserves, free float, CVM Resolution 77/2022, +1 more

5 terms

Share Buyback Program financial

"The Share Buyback Program of TIM S.A. ("Company"), approved at the meeting..."

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

profit reserves financial

"The resources from the balances of the profit reserves, which total R$ 5,359,444,218.69..."

free float financial

"the number of shares of the Company: (i) outstanding is 763,295,382 ... common shares (free float);"

Free float is the portion of a company’s outstanding shares that are available for public trading, excluding shares held by insiders, governments, or other long-term strategic holders that are unlikely to trade. It matters to investors because a smaller free float can make a stock harder to buy or sell without moving the price and can increase volatility, while a larger free float usually means more stable pricing and better liquidity—like the difference between a crowded market stall and a single vendor’s limited stock.

CVM Resolution 77/2022 regulatory

"pursuant to Section 22, v, of the Company's By-laws and CVM Resolution No. 77 of March 29, 2022"

held in treasury financial

"acquisition of common shares issued by the Company to be held in treasury and subsequent cancellation"

FAQ

What did TIMB’s Board approve in the August 19, 2026 meeting?

TIM S.A. (TIMB) approved Share Buyback Program 9, authorizing the purchase of up to 55,187,638 common shares. Acquired shares will be held in treasury and later canceled, without capital reduction, aiming to enhance shareholder value using excess cash resources.

How large is TIMB’s new share buyback program in shares and percentage terms?

TIMB’s Program 9 authorizes repurchases of up to 55,187,638 common shares, equal to 2.31% of the company’s total common shares. These purchases are in addition to 16,860,598 shares already held in treasury and target future cancellation.

What is the maximum monetary amount for TIMB’s Share Buyback Program 9?

The approximate maximum amount for TIMB’s Share Buyback Program 9 is R$1 billion. Funding will come from profit reserves totaling R$5,359,444,218.69 as of June 30, 2026, excluding reserves restricted by CVM rules.

Over what period will TIMB’s new share buyback program be in effect?

TIMB’s Share Buyback Program 9 begins on August 19, 2026 and may remain in force until February 19, 2028. During this period, shares may be repurchased on B3 at market prices, subject to legal and regulatory limits.

How will TIMB execute the buybacks and which intermediaries will be used?

TIMB will execute buybacks on the B3 stock exchange at market prices, without derivatives or off-market deals. Intermediary institutions include J.P. Morgan, BTG Pactual, Goldman Sachs do Brasil and Santander Corretora, which will handle repurchase transactions.

Does TIMB expect the buyback program to affect its dividends or creditor obligations?

TIMB’s Board believes the buyback will not compromise obligations to creditors or mandatory dividends. It cites a solid financial position, low indebtedness, and projected cash generation consistent with its strategic plan and shareholder remuneration policies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

Available on EDGAR 08/20/2026 - 06:01 AM Accepted by SEC EDGAR 08/19/2026 - 05:49 PM Learn about SEC filing dates

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: August 19, 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.

Publicly-Held Company

CNPJ/MF 02.421.421/0001-11

NIRE 33.3.0032463-1

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON AUGUST 19^TH, 2026

DATE, TIME AND PLACE: August 19^th, 2026, at 12.00 p.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: The Board of Directors’ Meeting of the Company was held at the date, time and place mentioned above, with the presence of Messrs. Adrian Calaza, Alberto Mario Griselli, Camillo Greco, Claudio Giovanni Ezio Ongaro, Denísio Augusto Liberato Delfino, Gesner José de Oliveira Filho and Leonardo de Carvalho Capdeville, either in person or by means of audio or videoconference, as provided in the 2^nd paragraph of Section 25, of the Company’s By-laws. Justified absences of Mses. Alessandra Michelini, Flavia Maria Bittencourt and Gigliola Bonino.

BOARD: Mr. Adrian Calaza – Chairman; and Mrs. Luciene Rodrigues Abrão Pandolfo – Secretary.

AGENDA: To resolve on the proposal of the Share Buyback Plan.

RESOLUTIONS: Upon review of the materials presented and filed at the Company’s head office, and based on the information provided and the discussions held on the matter included in the Agenda, the Board Members, by the unanimous vote of those present, resolved to record their statements and resolutions as follows:

The Board members acknowledged the results of the latest Share Buyback Program, approved by the Company's Board of Directors’ at its meeting held on February 12, 2025 (“Program 8”) and approved the opening of a new Share Buyback Program ("Program 9"), pursuant to Section 22, v, of the Company's By-laws and CVM Resolution No. 77 of March 29, 2022 ("CVM Resolution 77/2022"), with the following conditions:

(i) Purpose of the Program: acquisition of common shares issued by the Company to be held in treasury and subsequently canceled, without reduction of capital stock, aiming to increase value for shareholders through the efficient use of available cash resources;

(ii) Number of shares that may be acquired: up to 55,187,638 (fifty-five million, one hundred eighty-seven thousand, six hundred thirty-eight) common shares of the Company ("Shares") may be acquired, without reduction of the capital stock, which are equivalent to approximately 2.31% (two point thirty-one percent) of the total common shares of the Company. The Board of Officers may determine the most appropriate time, within the term of the Program, to carry out the Shares acquisitions, and execute one or more acquisition transactions;

 

CONT. OF MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF TIM S.A.

August 19^th, 2026

(iii) Term, Price and Form of Acquisition: the Program 9 shall begin on the date of the Board of Directors' resolution, remaining in effect until February 19, 2028, with the acquisitions carried out on the Stock Exchange (B3 S.A. - Brasil, Bolsa e Balcão) at market prices, observing applicable legal and regulatory limits;

(iv) Intermediary financial institutions: share repurchase transactions carried out under Program 9 will be intermediated by the following financial institutions: (i) J.P. MORGAN CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S.A.; (ii) BTG PACTUAL CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.; (iii) GOLDMAN SACHS DO BRASIL CTVM S.A.; and (iv) SANTANDER CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S.A.;

(v) Resources to be used: the resources from the balances of the profit reserves, which total R$ 5,359,444,218.69 (five billion, three hundred fifty-nine million, four hundred forty-four thousand, two hundred eighteen reais and sixty-nine cents), will be used, according to the most recent financial statements available for the quarter ended on 30 June 2026, except for the reserves referred in the Section 8, paragraph 1, of CVM Resolution 77/2022. The approximate maximum amount to be used in Program 9 is R$1 billion; and

(vi) Pursuant to Section 6 of CVM Resolution 77/2022, the members of the Company's Board of Directors provided the information contained in Annex I to these minutes and authorized the Board of Officers of the Company to perform all necessary acts to complete the transaction.

CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved and signed by all Board Members present.

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), August 19^th, 2026.

LUCIENE RODRIGUES ABRÃO PANDOLFO

Secretary

 

CONT. OF MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF TIM S.A.

August 19^th, 2026

ANNEX I

ANNEX G TO CVM RESOLUTION NO. 80, OF MARCH 29, 2022

Trading of Own Shares

1. Justify in detail the objective and expected economic effects of the operation:

The Share Buyback Program of TIM S.A. ("Company"), approved at the meeting of the Company's Board of Directors, held on August 19, 2026, aims to support the acquisition of common shares issued by the Company to be held in treasury and subsequent cancellation, without reduction of the capital stock, aiming to increase value to shareholders through the efficient use of available cash resources.

2. Inform the number of shares (i) outstanding and (ii) already held in treasury:

The number of shares of the Company: (i) outstanding is 763,295,382 (seven hundred sixty-three million, two hundred ninety-five thousand, three hundred eighty-two) common shares (free float); and (ii) in treasury is 16,860,598 (sixteen million, eight hundred sixty thousand, five hundred ninety-eight) common shares.

3. Inform the number of shares that may be acquired or sold:

Up to 55,187,638 (fifty-five million, one hundred eighty-seven thousand, six hundred thirty-eight) common shares of the Company ("Shares") may be acquired, without reduction of the capital stock, which corresponds to 2.31% (two-point thirty-one percent) of the total common shares of the Company.

4. Describe the main characteristics of the derivative instruments that the company will use, if any:

Not applicable. The Company will not use derivative instruments.

5. Describe, if any, any agreements or voting guidelines between the company and the counterparty of the transactions:

Not applicable. The acquisition of shares will occur through stock exchange operations and, therefore, there are no existing voting guidelines between the Company and counterparties in the transaction.

6. In the event of operations carried out outside organized securities markets, inform: a. the maximum (minimum) price at which the shares will be acquired (sold); Eb. if applicable, the reasons that justify carrying out the operation at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of sale, than the average price, weighted by volume, in the 10 (ten) previous trading sessions:

Not applicable. The operations will be carried out on the stock exchange, at market values.

7. Inform, if any, the impact that the negotiation will have on the composition of the shareholding control or the administrative structure of the company:

Not applicable. There will be no impact on the Company's control composition or administrative structure due to the implementation of the Program.

 

CONT. OF MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF TIM S.A.

August 19^th, 2026

8. Identify the counterparties, if known, and, in the case of a party related to the company, as defined by the accounting rules that deal with this matter, also provide the information required by article 9 of CVM Resolution No. 81, of March 29, 2022:

Not applicable. The acquisition of shares will take place through stock exchange operations and, therefore, the counterparties are not known.

9. Indicate the destination of the funds earned, if applicable:

The Program aims to support the acquisition of common shares issued by the Company to be held in treasury and subsequently canceled, without reduction of the capital stock, aiming at increasing value to shareholders through the efficient use of available cash resources.

10. Indicate the maximum period for the settlement of authorized transactions:

The Company's Share Buyback Program will begin as of the date of the Board of Directors' resolution, August 19, 2026, and will remain in force until February 19, 2028, and the acquisitions will be made on the Stock Exchange (B3 S.A. – Brasil, Bolsa e Balcão), at market prices, observing the applicable legal and regulatory limits.

11. Identify institutions that will act as intermediaries, if any:

Share repurchase transactions carried out under Program 9 will be intermediated by the following financial institutions:

(i) J.P. MORGAN CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S.A., headquartered in Avenida Brigadeiro Faria Lima, 3729, 13º andar, Itaim Bibi, São Paulo/SP;

(ii) BTG PACTUAL CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., headquartered in Rua Praia de Botafogo, 501 – Botafogo; Rio de Janeiro/RJ;

(iii) GOLDMAN SACHS DO BRASIL CTVM S.A., headquartered in Av. Presidente Juscelino Kubitschek, nº 510, 6º andar São Paulo/SP; and

(iv) SANTANDER CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S.A., headquartered in Av. Presidente Juscelino Kubitschek, nº 2041 e 2235, 24º andar São Paulo/SP.

12. Specify the available resources to be used, pursuant to article 8, paragraph 1, of CVM Resolution No. 77, of March 29, 2022:

The resources from the balances of the profit reserves, which total R$ 5,359,444,218.69 (Five billion, three hundred fifty-nine million, four hundred forty-four thousand, two hundred eighteen Brazilian Reais and sixty-nine cents), will be used, according to the most recent financial statements available for the quarter ended on 30 June 2026, except for the reserves referred to in section 8, paragraph 1 of CVM Resolution 77/2022. The approximate maximum amount to be used in the Company's Share Buyback Program is R$1 billion.

 

CONT. OF MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF TIM S.A.

August 19^th, 2026

13. Specify the reasons why the members of the Board of Directors feel comfortable that the share buyback will not affect the fulfillment of obligations assumed with creditors or the payment of mandatory, fixed or minimum dividends:

The members of the Board of Directors understand that the parameters of the Share Buyback Program are compatible with the Company’s solid financial position, future cash generation capacity and low level of indebtedness. In addition, the Board of Directors considered the Company’s current and future capital needs, including investments and shareholder remuneration, both as provided for in its strategic plan, the projections of which were disclosed on February 24, 2026.

Accordingly, the members of the Company’s Board of Directors understand that the Share Buyback Program will not compromise the fulfillment of obligations assumed with creditors or the payment of mandatory, fixed or minimum dividends.

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: August 19, 2026		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer