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TIM S.A. (NYSE: TIMB) CTO granted common and restricted share awards

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

Rhea-AI Filing Summary

TIM S.A. reported that Chief Technology Officer Marco Di Costanzo received several equity awards. He was granted 7,851 common shares earned from 2023 performance share awards and 24,095 common shares from portions of 2024 performance share grants, both at a stated price of $0.00 per share as compensation, not open‑market purchases.

After these awards, one direct holding line shows 31,946 common shares and another shows 24,095 common shares. He also acquired 1,487 restricted shares, each representing the right to receive one common share minus withholding taxes. These restricted shares, including related dividend equivalent units, vest on July 31, 2026, while the performance-based shares vest in staged percentages over the first three anniversaries of their grant dates, subject to his continued service.

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Insider Di Costanzo Marco
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Restricted Shares 1,487 $0.00 --
Grant/Award Common Shares 24,095 $0.00 --
Grant/Award Common Shares 7,851 $0.00 --
Holdings After Transaction: Restricted Shares — 9,913 shares (Direct, null); Common Shares — 24,095 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 shares earned 7,851 common shares Earned based on 2023 performance share grant
2024 performance shares earned 24,095 common shares Earned from portions of 2024 performance share grant
Restricted shares granted 1,487 restricted shares Each equals one common share minus withholding taxes
Direct holding after first award 31,946 common shares Total common shares following 7,851-share transaction
Direct holding after second award 24,095 common shares Total common shares following 24,095-share transaction
2023 vesting schedule 20% / 30% / 50% Vests over first three anniversaries of 2023 grant date
2024 vesting schedule 10% / 20% / 70% Vests over first three anniversaries of 2024 grant date
Restricted share vesting date July 31, 2026 Vesting date for 1,487 restricted shares
performance shares financial
"as a result of the Issuer's Board ... certification to the achievement of 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.
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.
dividend equivalent units financial
"including any accrued dividend equivalent units ... dividend equivalent units with respect to restricted shares accrued upon approval by the 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.
vesting financial
"These shares vest 20%, 30% and 50% on the first three anniversaries of the grant date"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
withholding taxes financial
"Each restricted share 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*
Di Costanzo Marco
(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 Technology 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 Shares05/05/2026A24,095(1)A$024,095D
Common Shares05/05/2026A7,851(2)A$031,946D
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)05/05/2026A1,487(4) (5) (5)Common Shares1,487$09,913D
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 equity awards did TIMB executive Marco Di Costanzo report on this Form 4?

Marco Di Costanzo reported 7,851 common shares earned from 2023 performance shares, 24,095 common shares from 2024 performance shares, and 1,487 restricted shares. All were awarded at a stated price of $0.00 per share as part of his compensation package.

Are the TIMB shares in Marco Di Costanzo’s Form 4 open-market purchases or sales?

The filing shows grant/award acquisitions, not market trades. All reported transactions use code A for awards, with a price of $0.00 per share, indicating compensation-related equity rather than open‑market buying or selling of TIM S.A. common shares.

How do the 2023 and 2024 TIMB performance share awards vest for Marco Di Costanzo?

The 2023 performance shares vest 20%, 30%, and 50% on the first three anniversaries of the grant date. Portions of the 2024 awards vest 10%, 20%, and 70% on the first three anniversaries, all subject to his continued service with TIM S.A.

What are the restricted shares reported by TIMB’s CTO and when do they vest?

He reported 1,487 restricted shares, each representing a right to receive one common share minus withholding taxes. These restricted shares, including related dividend equivalent units approved by the Board, are scheduled to vest on July 31, 2026, assuming ongoing service.

How many TIMB common shares does Marco Di Costanzo hold directly after these awards?

After the awards, one direct holding entry shows 31,946 common shares, and another shows 24,095 common shares. These figures are reported separately in the Form 4 as direct ownership lines following the respective performance share grants.

What are dividend equivalent units in Marco Di Costanzo’s TIMB equity awards?

Dividend equivalent units are amounts that mirror dividends on underlying equity awards. The filing notes that the common shares earned include accrued dividend equivalent units, and that separate dividend equivalent units were approved in connection with restricted shares granted on May 5, 2026.