Potential I-Systems acquisition talks disclosed by S.A. (NYSE: TIMB)

Rhea-AI Filing Summary

S.A., which trades as TIMS3 in Brazil and TIMB on the NYSE, filed a report clarifying press stories about a possible acquisition. The company confirms it is in non-binding talks with IHS Fiber Brasil – Cessão de Infraestruturas Ltda. over a potential purchase of an interest in I-Systems Soluções de Infraestrutura S.A.

The company states that no agreement has been reached on price, transaction structure, or any estimated timeline. It explains that this disclosure is being made solely to address media reports and to ensure fair and transparent information for the market, and it pledges to update shareholders if any material developments occur.

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: February 2, 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 33.300.324.631

MATERIAL FACT

CLARIFICATION ON NEWS PUBLISHED IN THE PRESS

POTENTIAL I-SYSTEMS ACQUISITION

TIM S.A. ("TIM" or "Company") (B3: TIMS3; NYSE: TIMB), in compliance with the provisions of Law No. 6,404/76 and CVM Resolution No. 44/21, and due to news published in the press regarding negotiations involving the potential acquisition of an interest in the company I-Systems Soluções de Infraestrutura S.A. ("I-Systems") (the "Potential Acquisition"), hereby provides the following clarifications to its shareholders and the market in general:

As disclosed by the Company in its Strategic Plan, as well as in previous communications to the market, the Company continuously evaluates strategic alternatives and opportunities that may contribute to strengthening its broadband services and enhancing its telecommunications infrastructure, always with a selective approach focused on efficiency and quality.

In this context, the Company confirms that it is engaged in non-binding discussions with IHS Fiber Brasil – Cessão de Infraestruturas Ltda. (“IHS Brasil”) regarding the Potential Acquisition. However, to date, no agreement has been reached on price, structure, or an estimated timeline for its completion.

TIM emphasizes that the disclosure of this Material Fact arises exclusively from the need to clarify information released in the press and to ensure the proper, fair, and transparent dissemination of information to the market.

The Company reiterates its commitment to keep its shareholders and the market duly informed of any developments that may be considered relevant, under the terms of the legislation and regulations in force.

Rio de Janeiro, February 02, 2026.

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: February 2, 2026		By:	/s/ Alberto Mario Griselli
			Alberto Mario Griselli
			Chief Executive Officer, Chief Financial Officer and Investor Relations Officer

FAQ

What did S.A. (TIMB) disclose in this Form 6-K filing?

S.A. disclosed that it is in non-binding discussions about a potential acquisition of an interest in I-Systems Soluções de Infraestrutura S.A. The company issued this clarification in response to press reports and to ensure transparent information for shareholders and the broader market.

Who is S.A. (TIMB) negotiating with regarding the potential I-Systems acquisition?

S.A. is holding non-binding discussions with IHS Fiber Brasil – Cessão de Infraestruturas Ltda. The talks concern a potential acquisition of an interest in I-Systems Soluções de Infraestrutura S.A., which is aligned with S.A.’s strategy to strengthen broadband services and telecommunications infrastructure.

Have price, structure, or timelines been agreed for S.A.’s potential I-Systems deal?

No, S.A. states that no agreement has been reached on price, transaction structure, or an estimated timeline. Discussions are described as non-binding, indicating that the potential I-Systems acquisition remains at a preliminary stage without definitive terms in place.

Why did S.A. (TIMB) issue a material fact about the potential acquisition?

S.A. explains that it disclosed this material fact solely to clarify information that appeared in the press. The company emphasizes its commitment to proper, fair, and transparent dissemination of information and to keeping shareholders informed of any relevant future developments.

How does the potential I-Systems acquisition fit S.A.’s strategy?

S.A. notes that its strategic plan includes continually evaluating opportunities that can strengthen broadband services and telecommunications infrastructure. The potential I-Systems acquisition is presented in this context, reflecting a selective approach focused on efficiency and service quality improvements.

Does S.A. (TIMB) commit to further updates on the I-Systems negotiations?

Yes. S.A. reiterates its commitment to keep shareholders and the market informed about developments that may be considered relevant. Any future material progress in the potential I-Systems acquisition would be communicated in line with applicable laws and regulations.