TIM S.A. proposes merger with subsidiary I-Systems

Shareholders are scheduled to consider the subsidiary incorporation and a separate bylaw update on November 30, 2026.

Available on EDGAR 11/02/2026 - 06:05 AM EST Accepted by SEC EDGAR 10/30/2026 - 07:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TIM S.A. (TIMB) approved submitting to shareholders a proposal to incorporate its wholly owned subsidiary, I-Systems Soluções de Infraestrutura S.A., into TIM, subject to approval by extraordinary meetings of both companies and the suspensive condition in the protocol. Supporting materials include an appraisal report of the subsidiary’s net equity at book value, based on July 31, 2026.

The board also supported submitting a bylaw amendment to update the number of outstanding common shares following the cancellation of treasury shares resolved on September 17, 2026; subscribed and paid-in capital would not change. An extraordinary shareholders’ meeting was called for November 30, 2026 to consider the incorporation and bylaw amendment.

Key Figures

Extraordinary shareholders’ meeting: November 30, 2026 Appraisal base date: July 31, 2026 Treasury-share cancellation resolution: September 17, 2026

3 metrics

Extraordinary shareholders’ meeting November 30, 2026 Meeting called to consider the incorporation and bylaw amendment

Appraisal base date July 31, 2026 Base date for the subsidiary’s net equity appraisal at book value

Treasury-share cancellation resolution September 17, 2026 Cancellation underlying the proposed update to the outstanding common-share count

Key Terms

ad referendum, net equity at book value, suspensive condition, treasury shares

4 terms

ad referendum regulatory

"ad referendum of the Extraordinary Shareholders’ Meeting of the Incorporated Company and of the Company"

net equity at book value financial

"appraisal report of the Incorporated Company’s net equity at book value"

suspensive condition regulatory

"subject to compliance with the suspensive condition established therein"

treasury shares financial

"cancellation of the balance of treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is TIMB proposing for I-Systems?

TIM S.A. proposed incorporating its wholly owned subsidiary, I-Systems Soluções de Infraestrutura S.A., into TIM. The transaction is subject to approval at extraordinary shareholders’ meetings of both companies and compliance with the suspensive condition in the protocol.

What steps on the incorporation are on TIMB shareholders’ agenda?

The November 30, 2026 agenda includes approval of the incorporation protocol, ratification of Apsis Consultoria e Avaliações Ltda.’s appointment and hiring, approval of the appraisal report, and a vote on the incorporation subject to the protocol’s suspensive condition.

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

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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: October 30, 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 OCTOBER 30^TH, 2026

DATE, TIME AND PLACE: October 30^th, 2026, at 11.20 a.m. Due to the importance and urgency of the matter on the Agenda, the meeting was held in the form of a virtual deliberative circuit, as provided in the 3^rd paragraph of Section 25 of TIM S.A.’s Bylaws (“Company”).

PRESENCE: The Board of Directors’ Meeting of the Company was held with the presence of Messrs. Adrian Calaza, Alberto Mario Griselli, Alessandra Michelini, Camillo Greco, Claudio Giovanni Ezio Ongaro, Denísio Augusto Liberato Delfino, Flavia Maria Bittencourt, Gesner José de Oliveira Filho, Gigliola Bonino and Leonardo de Carvalho Capdeville.

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

AGENDA: (1) To analyze the proposal of incorporation (“Incorporation”) of I-Systems Soluções de Infraestrutura S.A. into the Company, and to resolve on its submission to the Shareholders’ Meeting of the Company; (2) To analyze the Management's proposal on the amendment of the Company’s Bylaws, and to resolve on its submission to the Shareholders’ Meeting of the Company; and (3) To resolve on the call notice of the Company’s Extraordinary Shareholders’ Meeting.

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 matters included in the Agenda, the Board Members, by the unanimous vote of those present, resolved to record their statements and resolutions as follows:

(1) Analyzed the proposed incorporation (“Incorporation”) of the Company's wholly-owned subsidiary, I-Systems Soluções de Infraestrutura S.A. (“Incorporated Company”), into the Company, ad referendum of the Extraordinary Shareholders’ Meeting of the Incorporated Company and of the Company, the latter to be convened pursuant to item (3) below, supported (a) by the Protocol and Justification of Incorporation entered into between the Incorporated Company and the Company, containing the reasons, purposes, criteria and conditions of the Incorporation; (b) by the proposal presented by Apsis Consultoria e Avaliações Ltda., specialized company responsible for preparing the appraisal report of the Incorporated Company (“Appraisal Firm”); and (c) by the appraisal report of the Incorporated Company’s net equity at book value, on the base date of July 31^st, 2026 (“Base Date”), conducted by the Appraisal Firm; and approved its submission to the Company’s Extraordinary Shareholders’ Meeting, to be held on November 30^th, 2026.

 

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

October 30^th, 2026

(2) The Board members expressed their favorable opinion to the proposal of the Company’s Bylaws amendment and consolidation, which aims to adjust Section 5 of the Bylaws, aiming to update the number of outstanding common shares representing the Company’s share capital, without any change in the amount of subscribed and paid-in capital, as a result of the cancellation of the balance of treasury shares resolved at the Board of Directors' meeting held on September 17^th, 2026, and approved its submission to the Extraordinary Shareholders’ Meeting, to be duly convened.

(3) Approved the call of the Company’s Extraordinary Shareholders’ Meeting (“Meeting”) to be held on November 30^th, 2026, with the following Agenda:

(1)To resolve on the proposed incorporation (“Incorporation”) of the Company’s wholly-owned subsidiary, I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. (“Incorporated Company”), into the Company, and, therefore, examine, discuss and resolve on: (1.1) the approval of the “Protocol and Justification of Incorporation of I-Systems Soluções de Infraestrutura S.A. into TIM S.A.” (“Protocol”), executed on October 30^th, 2026, by the management of the Company and the Incorporated Company, which establishes the terms and conditions of the Incorporation proposal; (1.2) the ratification of the appointment and hiring of Apsis Consultoria e Avaliações Ltda. (“Appraisal Firm”), a specialized company responsible for preparing the appraisal report of the Incorporated Company’s net equity (“Appraisal Report”); (1.3) the approval of the Appraisal Report; (1.4) the approval of the Incorporation, under the terms of the Protocol and subject to compliance with the suspensive condition established therein; and (1.5) the authorization for the performance, by the officers and attorneys-in-fact of the Company, of all necessary measures for the consummation of the Incorporation, under the terms of the Protocol; and (2) To resolve on the amendment and restatement of the Company’s Bylaws.

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), October 30^th, 2026.

LUCIENE RODRIGUES ABRÃO PANDOLFO

Secretary

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: October 30, 2026		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer