TIM S.A. (NYSE: TIMB) cancels 28,678,509 treasury shares after buyback program

Rhea-AI Filing Summary

TIM S.A. cancelled 28,678,509 treasury shares that had been acquired under its current share buyback program. The cancellation was approved by the Board of Directors and was carried out without any reduction of the company’s capital stock.

After this corporate action, TIM S.A.’s capital stock is now divided into 2,392,125,889 common shares. The company plans to adjust Article 5 of its Bylaws at the next shareholders’ meeting to reflect the new share count and states it will keep shareholders informed of further relevant updates.

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: December 16, 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

CNPJ/MF 02.421.421/0001-11

NIRE 33.300.324.631

MATERIAL FACT

CANCELLATION OF TREASURY SHARES

TIM S.A. ("Company") (B3: TIMS3 and NYSE: TIMB), in compliance with article 157 of Law No. 6,404/76 and the provisions of CVM Resolution No. 44/21, hereby informs its shareholders, the market in general and other interested parties that, on this date, the Company’s Board of Directors approved the cancellation of 28,678,509 (twenty-eight million, six hundred and seventy-eight thousand, five hundred and nine) shares held in treasury, without reduction of capital stock, which were acquired under its current Buyback Program.

Due to the cancellation of the shares, the Company's capital stock is now divided into 2,392,125,889 (two billion, three hundred and ninety-two million, one hundred and twenty-five thousand, eight hundred and eighty-nine) common shares. Article 5 of the Company's Bylaws will be adjusted at next Shareholders' Meeting to be called.

The Company will keep its shareholders and the market in general duly informed of the relevant updates, pursuant to the applicable regulations.

Rio de Janeiro, December 16, 2025.

TIM S.A.

Vicente de Moraes Ferreira

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: December 16, 2025		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer, Chief Financial Officer and Investor Relations Officer

FAQ

What did TIMB (TIM S.A.) announce about its treasury shares?

TIM S.A. announced that its Board of Directors approved the cancellation of 28,678,509 treasury shares that had been acquired under its current buyback program.

How many common shares does TIMB now have after the cancellation?

Following the cancellation, TIM S.A.’s capital stock is now divided into 2,392,125,889 common shares.

Did the cancellation of TIMB treasury shares reduce TIM S.A.’s capital stock?

No. The company states that the cancellation was carried out without reduction of capital stock.

Where did the cancelled TIMB shares come from?

The 28,678,509 cancelled shares were shares held in treasury that had been acquired under TIM S.A.’s current Buyback Program.

Will TIM S.A. update its Bylaws after the share cancellation?

Yes. The company states that Article 5 of its Bylaws will be adjusted at the next shareholders’ meeting to reflect the new division of capital stock.

How will TIMB keep investors informed about future changes?

TIM S.A. indicates it will keep shareholders and the market informed of relevant updates in line with applicable regulations.