TIM S.A. (NYSE: TIMB) council backs major 2025 profit distribution
Rhea-AI Filing Summary
TIM S.A.’s fiscal council reviewed and supported management’s proposal to distribute profits to shareholders through dividends and interest on shareholders’ equity.
The plan calls for dividends of R$1,790,000,000.00, equal to R$0.7482883774 gross per share. Of this, R$1,379,193,385.62 would come from profit for the 2025 fiscal year and R$410,806,614.38 from the expansion reserve made up of profits from prior years. These dividends are scheduled to be paid by December 30th, 2025 to shareholders of record on December 19th, 2025, after which the shares will trade ex-dividend.
In addition, the proposal includes R$420,000,000.00 as Interest on Shareholders’ Equity at R$0.1755760439 gross per share, to be paid by June 30th, 2026 to shareholders of record on December 22nd, 2025, with 15% income tax withholding on this component for non-exempt holders. The meeting also covered the methodology and assumptions used in the company’s annual impairment testing, presented together with representatives from its independent auditors.
Positive
- None.
Negative
- None.
Insights
TIM S.A. plans a large 2025 profit distribution via dividends and interest on equity.
TIM S.A. is moving forward with a sizable cash return to shareholders, combining dividends and interest on shareholders’ equity. The fiscal council expressed a favorable opinion on presenting to the board a proposal to pay dividends of
The proposal also includes
The council meeting also reviewed the methodology and assumptions used in annual impairment testing, with participation from independent auditors. This indicates attention to valuation and risk assessment processes alongside decisions on profit distribution, though specific impairment outcomes are not detailed in the text.
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 – 12th 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 333.0032463-1
MINUTES OF THE FISCAL COUNCIL’S MEETING
HELD ON DECEMBER 16TH, 2025
DATE, TIME AND PLACE: December 16th, 2025, at 10.20 a.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: Messrs. Walmir Urbano Kesseli, Elias de Matos Brito and Heloisa Belotti Bedicks, regular members of the Company’s Fiscal Council (“CF”) attended the meeting, either in person or by means of audio or videoconference. Mrs. Fabiane Reschke, Secretary, also attended the meeting. It is also registered the presence of Mr. Nicandro Durante, Chairman of the Company’s Board of Directors.
AGENDA: (1) Evaluation of the proposal for distribution of profits to the Company’s shareholders; and (2) Presentation on the methodology used for the Company's annual impairment evaluation.
CLARIFICATIONS AND RESOLUTIONS: Initially, it is noted that the meeting was held jointly with the Statutory Audit Committee (“CAE”) of the Company, during discussions on the items on the Agenda. Upon the review of the material presented and filed at the Company’s head office, and based on the information provided and discussions of the subjects included on the Agenda, the Fiscal Council members registered their considerations and discussions as follows:
(1) Evaluation of the proposal for distribution of profits to the Company’s shareholders.
Mrs. Andrea Viegas, Diretora Financeira (Chief Financial Officer) of the Company, and Messrs. Gustavo Baptista Alves, responsible for Tax Services, and Victor De Almeida Pinto F. de Mendonça, representative of Tax Strategy, made a brief introduction and presented the Management's proposal for the distribution of profits to the Company's shareholders, to be distributed as follows:
(i) R$1,790,000,000.00 (one billion, seven hundred and ninety million reais), in the form of dividends, corresponding to R$0.7482883774 (zero point seven four eight two eight eight three seven seven four cents) of gross value per share, as follows: (a) the amount of R$1,379,193,385.62 (one billion, three hundred and seventy-nine million, one hundred and ninety-three thousand, three hundred and eighty-five reais and sixty-two cents) will be distributed based on the profit for the 2025 fiscal year; and (b) the amount of R$410,806,614.38 (four hundred and ten million, eight hundred and six thousand, six hundred and fourteen reais and thirty-eight cents) will be distributed based on the expansion reserve composed of profits from previous fiscal years. The payment will be made until December 30th, 2025, without the application of any monetary restatement index, considering the date of December 19th, 2025, as the date for identification of shareholders entitled to receive such values. Therefore, the shares acquired after said date will be traded ex-direito of dividend distribution.
CONT. OF MINUTES OF THE FISCAL COUNCIL’S MEETING OF TIM S.A.
December 16th, 2025
(ii) R$420,000,000.00 (four hundred and twenty million reais), as Interest on Shareholders’ Equity ("IE"), at R$0.1755760439 (zero point one seven five five seven six zero four three nine cents) of gross value per share. The payment will be made until June 30th, 2026, without the application of any monetary restatement index, considering the date of December 22nd, 2025, as the date for identification of shareholders entitled to receive such values. Therefore, the shares acquired after said date will be traded ex-direito of IE distribution. The withholding of Income Tax will be of 15% (fifteen percent) on the occasion of the credit of the IE, except for the shareholders who have differentiated taxation or who are exempt from said taxation.
The gross amount per share may be modified due to the variation in the number of treasury shares.
After the clarifications, the CF members thanked the information provided.
(2) Presentation on the methodology used for the Company's annual impairment evaluation.
Mrs. Andrea Viegas, Diretora Financeira (Chief Financial Officer) of the Company, and Mr. Marcos Santoro, representative of the Accounting area, in addition to representatives from the Company’s independent auditors, Ernst & Young Auditores Independentes S/S (“EY”), presented the methodology and assumptions currently used by the Company to assess risk and perform impairment testing.
After the clarifications, the CF members thanked the information provided.
CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved, and signed by all attendees CF Members.
2
CONT. OF MINUTES OF THE FISCAL COUNCIL’S MEETING OF TIM S.A.
December 16th, 2025
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), December 16th, 2025.
FABIANE RESCHKE
Secretary
3
TIM S.A.
Publicly Held Company
CNPJ/MF 02.421.421/0001-11
NIRE 333.0032463-1
FISCAL COUNCIL’S OPINION
The Members of the Fiscal Council of TIM S.A. ("Company"), in the exercise of their attributions and legal duties, as provided in Article 163 of the Brazilian Corporate Law, based on the information provided and the clarifications received by the Company's management, expressed their favorable opinion on the presentation, to the Board of Directors of the Company, of the proposal for distribution of profits to the Company’s shareholders, to be distributed as follows:
(i) R$1,790,000,000.00 (one billion, seven hundred and ninety million reais), in the form of dividends, corresponding to R$0.7482883774 (zero point seven four eight two eight eight three seven seven four cents) of gross value per share, as follows: (a) the amount of R$1,379,193,385.62 (one billion, three hundred and seventy-nine million, one hundred and ninety-three thousand, three hundred and eighty-five reais and sixty-two cents) will be distributed based on the profit for the 2025 fiscal year; and (b) the amount of R$410,806,614.38 (four hundred and ten million, eight hundred and six thousand, six hundred and fourteen reais and thirty-eight cents) will be distributed based on the expansion reserve composed of profits from previous fiscal years. The payment will be made until December 30th, 2025, without the application of any monetary restatement index, considering the date of December 19th, 2025, as the date for identification of shareholders entitled to receive such values; and
(ii) R$420,000,000.00 (four hundred and twenty million reais), as Interest on Shareholders’ Equity ("IE"), at R$0.1755760439 (zero point one seven five five seven six zero four three nine cents) of gross value per share. The payment will be made until June 30th, 2026, without the application of any monetary restatement index, considering the date of December 22nd, 2025, as the date for identification of shareholders entitled to receive such values.
Rio de Janeiro, December 16th, 2025.
|
WALMIR URBANO KESSELI Chairman of the Fiscal Council |
Elias de Matos Brito Member of the Fiscal Council |
|
HELOISA BELOTTI BEDICKS Member of the Fiscal Council |
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 profit distribution did TIM S.A. (TIMB) consider in December 2025?
TIM S.A.’s fiscal council reviewed and supported a proposal to distribute R$1,790,000,000.00 in dividends and R$420,000,000.00 as Interest on Shareholders’ Equity to shareholders.
How much in dividends per share will TIMB shareholders receive?
The proposed dividend corresponds to a gross value of R$0.7482883774 per share, funded by profit for the 2025 fiscal year and the company’s expansion reserve.
What are the record and payment dates for TIM S.A.’s 2025 dividends?
Shareholders of record on December 19th, 2025 are entitled to the dividends, which are scheduled to be paid by December 30th, 2025. After the record date, the shares will trade ex-dividend.
What Interest on Shareholders’ Equity did TIM S.A. propose and when is it paid?
The company proposed paying R$420,000,000.00 as Interest on Shareholders’ Equity, equal to R$0.1755760439 gross per share, to shareholders of record on December 22nd, 2025, with payment scheduled by June 30th, 2026.
Is there income tax withholding on TIM S.A.’s Interest on Shareholders’ Equity?
Yes. The Interest on Shareholders’ Equity is subject to 15% income tax withholding when credited, except for shareholders who have differentiated taxation or are exempt.
What else did TIM S.A.’s fiscal council discuss besides the profit distribution?
The fiscal council also received a presentation on the methodology and assumptions used in the company’s annual impairment evaluation, with input from management and independent auditors.
Did TIM S.A.’s fiscal council approve the proposal to distribute profits?
The fiscal council members issued a favorable opinion on presenting the profit distribution proposal to the company’s board of directors, covering both dividends and Interest on Shareholders’ Equity.
