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TIM S.A. (NYSE: TIMB) CFO receives performance and restricted shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Viegas Marques Andrea Palma reported acquisition or exercise transactions in this Form 4 filing.

TIM S.A. Chief Financial Officer Andrea Palma Viegas Marques reported new equity awards tied to company performance. On May 5, 2026, she was granted 16,644 and 63,298 common shares at no cash cost, reflecting performance shares granted in 2023 and 2024 that were earned after the board certified results, including accrued dividend equivalent units. She was also awarded 3,907 restricted shares, each representing a contingent right to receive one common share minus withholding taxes, bringing her reported restricted-share holdings to 26,042. The 2023 and 2024 performance-related common shares vest in stages over three years, while the restricted shares vest on July 31, 2026, all subject to her continued service.

Positive

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Negative

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Insider Viegas Marques Andrea Palma
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Restricted Shares 3,907 $0.00 --
Grant/Award Common Shares 63,298 $0.00 --
Grant/Award Common Shares 16,644 $0.00 --
Holdings After Transaction: Restricted Shares — 26,042 shares (Direct, null); Common Shares — 101,615 shares (Direct, null)
Footnotes (1)
  1. Represents the number of common shares earned (including any accrued dividend equivalent units), as a result of the Issuer's Board of Director's (the "Board") certification to the achievement of performance for the performance shares granted in 2023. These shares vest 20%, 30% and 50% on the first three anniversaries of the grant date, respectively, subject to the Reporting Person's continued service through each such vesting date. Represents the number of common shares earned (including any accrued dividend equivalent units), as a result of the Board's certification to the achievement of performance for portions of the performance shares granted in 2024. These shares vest 10%, 20% and 70% on the first three anniversaries of the grant date, respectively, subject to the Reporting Person's continued service through each such vesting date. Each restricted share represents a contingent right to receive one common share minus withholding taxes. Represents dividend equivalent units with respect to restricted shares accrued upon approval by the Board on May 5, 2026. These restricted shares vest on July 31, 2026.
2023 performance-based common shares earned 16,644 common shares Earned after board certification of 2023 performance on May 5, 2026
2024 performance-based common shares earned 63,298 common shares Portions of 2024 performance shares earned after board certification
New restricted shares granted 3,907 restricted shares Granted May 5, 2026, each tied to one common share minus taxes
Restricted shares holding after grant 26,042 restricted shares Total restricted-share position reported following May 5, 2026 grant
2023 award vesting percentages 20%, 30%, 50% Vesting on first three anniversaries of 2023 grant date
2024 award vesting percentages 10%, 20%, 70% Vesting on first three anniversaries of 2024 grant date
Restricted shares vesting date July 31, 2026 Vesting date for newly reported restricted shares
performance shares financial
"performance for the performance shares granted in 2023"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
dividend equivalent units financial
"including any accrued dividend equivalent units, as a result of the Issuer's Board"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
restricted shares financial
"Each restricted share represents a contingent right to receive one common share minus withholding taxes."
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
contingent right financial
"represents a contingent right to receive one common share minus withholding taxes."
withholding taxes financial
"receive one common share minus withholding taxes."
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Viegas Marques Andrea Palma
(Last)(First)(Middle)
JOAO CABRAL DE MELO NETO AVENUE
850 - SOUTH TOWER - 12TH FLOOR
(Street)
RIO DE JANEIROBRAZIL22775-057
(City)(State)(Zip)
BRAZIL
(Country)		2. Issuer Name and Ticker or Trading Symbol
TIM S.A. [ TIMB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
[TIMS3]
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares05/05/2026A63,298(1)A$0101,615D
Common Shares05/05/2026A16,644(2)A$0118,259D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Shares(3)05/05/2026A3,907(4) (5) (5)Common Shares3,907$026,042D
Explanation of Responses:
1. Represents the number of common shares earned (including any accrued dividend equivalent units), as a result of the Issuer's Board of Director's (the "Board") certification to the achievement of performance for the performance shares granted in 2023. These shares vest 20%, 30% and 50% on the first three anniversaries of the grant date, respectively, subject to the Reporting Person's continued service through each such vesting date.
2. Represents the number of common shares earned (including any accrued dividend equivalent units), as a result of the Board's certification to the achievement of performance for portions of the performance shares granted in 2024. These shares vest 10%, 20% and 70% on the first three anniversaries of the grant date, respectively, subject to the Reporting Person's continued service through each such vesting date.
3. Each restricted share represents a contingent right to receive one common share minus withholding taxes.
4. Represents dividend equivalent units with respect to restricted shares accrued upon approval by the Board on May 5, 2026.
5. These restricted shares vest on July 31, 2026.
/s/ Pedro Yagelovic Bravin Arantes, attorney-in-fact05/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did TIMB CFO Andrea Palma Viegas Marques report on this Form 4?

She reported equity compensation grants, not market purchases or sales. The filing shows performance-based common shares and restricted shares awarded at no cash cost following TIM S.A.’s board certification of performance results.

How many TIMB common shares were granted to the CFO in this filing?

The filing lists grants of 16,644 and 63,298 common shares. These reflect performance shares from 2023 and 2024 that were earned after the board certified achievement, including related dividend equivalent units.

What restricted share awards did the TIMB CFO receive?

She received 3,907 restricted shares, each a contingent right to one common share minus withholding taxes. After this grant, her reported restricted-share holdings increased to 26,042, according to the filing’s derivative transaction table.

How do the 2023 performance-based TIMB shares vest for the CFO?

The 2023 performance-based common shares vest 20%, 30%, and 50% on the first three anniversaries of the grant date. Vesting is conditioned on the CFO’s continued service through each respective vesting date.

What is the vesting schedule for the 2024 performance-based TIMB shares?

The 2024 performance-based common shares vest 10%, 20%, and 70% on the first three anniversaries of the grant date. As with the 2023 awards, continued service through each vesting date is required for vesting.

When do the new TIMB restricted shares granted to the CFO vest?

The newly reported restricted shares vest on July 31, 2026. These restricted shares were granted along with dividend equivalent units approved by the board on May 5, 2026, and are subject to continued service until vesting.