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TIM S.A. (NYSE: TIMB) officer Maria Russo receives new equity awards

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Form Type
4

Rhea-AI Filing Summary

Russo Maria Antonietta reported acquisition or exercise transactions in this Form 4 filing.

TIM S.A. reported that officer Maria Antonietta Russo received equity awards in the form of common and restricted shares as compensation. She was granted 14,446 common shares and 52,409 common shares at $0.00 per share, increasing her direct common-share holdings shown to 114,129 and 99,683 shares in separate award lines.

She also received 3,235 restricted shares, each representing a contingent right to one common share minus withholding taxes, bringing her restricted-share balance to 21,562. The footnotes state these awards were earned based on the Board’s certification of performance for performance shares granted in 2023 and 2024, with common-share awards vesting in staged percentages over the first three anniversaries of grant and the restricted shares vesting on July 31, 2026, subject to her continued service.

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Insider Russo Maria Antonietta
Role See Remarks
Type Security Shares Price Value
Grant/Award Restricted Shares 3,235 $0.00 --
Grant/Award Common Shares 52,409 $0.00 --
Grant/Award Common Shares 14,446 $0.00 --
Holdings After Transaction: Restricted Shares — 21,562 shares (Direct, null); Common Shares — 99,683 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.
Common share award 1 14,446 shares at $0.00 Common Shares granted on May 5, 2026
Common share award 2 52,409 shares at $0.00 Common Shares granted on May 5, 2026
Restricted share award 3,235 restricted shares Derivative Restricted Shares granted on May 5, 2026
Common shares after award line 1 114,129 shares Common Shares beneficially owned following first award
Common shares after award line 2 99,683 shares Common Shares beneficially owned following second award
Restricted shares after grant 21,562 shares Restricted Shares beneficially owned following derivative grant
Restricted share vesting date July 31, 2026 Vesting date for 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
"Represents dividend equivalent units with respect to restricted shares accrued upon approval"
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
"Each restricted share represents a contingent right to receive one common share minus withholding taxes."
withholding taxes financial
"represents a contingent right to 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*
Russo Maria Antonietta
(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)
See Remarks
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 Shares05/05/2026A52,409(1)A$099,683D
Common Shares05/05/2026A14,446(2)A$0114,129D
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)05/05/2026A3,235(4) (5) (5)Common Shares3,235$021,562D
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.
Remarks:
Officer Title: People, Culture & Organization Officer
/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 insider activity did TIMB’s Maria Antonietta Russo report on this Form 4?

Maria Antonietta Russo reported receiving equity awards in TIM S.A. shares. She was granted 14,446 and 52,409 common shares at no cost, plus 3,235 restricted shares, all as compensation tied to performance certifications by the Board and future vesting conditions.

How many TIMB common shares did Maria Antonietta Russo acquire in these awards?

Russo acquired 14,446 and 52,409 TIM S.A. common shares in two award tranches. These awards were granted at a price of $0.00 per share and were earned after the Board certified performance for 2023 and 2024 performance-share grants, subject to multi-year vesting.

What restricted share awards did Maria Antonietta Russo receive from TIM S.A.?

She received 3,235 restricted shares, each representing a contingent right to one common share minus withholding taxes. These restricted shares, which include dividend equivalent units, are scheduled to vest on July 31, 2026, assuming she continues to serve through that vesting date.

How do the TIMB performance share awards to Maria Antonietta Russo vest over time?

The 2023 performance-share-related common shares vest 20%, 30% and 50% on the first three anniversaries of the grant date. Portions tied to 2024 performance shares vest 10%, 20% and 70% over the first three anniversaries, all conditioned on Russo’s continued service at each vesting date.

What do TIM S.A.’s restricted shares represent for Maria Antonietta Russo?

Each restricted share represents a contingent right to receive one TIM S.A. common share, reduced by withholding taxes. They also accumulate dividend equivalent units approved by the Board. Russo only receives the underlying common shares if the restricted shares vest under the stated schedule.

Were the TIMB share awards to Maria Antonietta Russo open-market purchases or compensation grants?

The awards were compensation-related grants, not open-market purchases. All transactions are coded as acquisitions via grant or award at a per-share price of $0.00, tied to the company’s performance-share programs and subject to vesting and service conditions.