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TIM S.A. (TIMB) audit chief receives performance and restricted shares

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

Rhea-AI Filing Summary

TIM S.A. reported that Chief Audit Executive Luca Fadda acquired equity-based awards in the company. On May 5, 2026, he was granted 7,655 and 32,290 common shares linked to performance share programs from 2023 and 2024, following the Board’s certification of performance achievement.

He also received 1,993 restricted shares, each representing a contingent right to one common share minus withholding taxes, including dividend equivalent units approved by the Board on May 5, 2026. These awards vest over multi-year schedules, with one restricted share tranche vesting on July 31, 2026, subject to his continued service.

Positive

  • None.

Negative

  • None.
Insider Fadda Luca
Role Chief Audit Executive
Type Security Shares Price Value
Grant/Award Restricted Shares 1,993 $0.00 --
Grant/Award Common Shares 32,290 $0.00 --
Grant/Award Common Shares 7,655 $0.00 --
Holdings After Transaction: Restricted Shares — 13,284 shares (Direct, null); Common Shares — 32,290 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 shares earned (2023 grant) 7,655 shares Performance shares earned after 2023 grant performance certification on May 5, 2026
Common shares earned (2024 grant portions) 32,290 shares Performance shares from 2024 grant portions after Board performance certification
Restricted shares granted 1,993 shares Restricted shares, each a contingent right to one common share minus withholding taxes
Common shares held after one award 39,945 shares Total common shares directly held following one May 5, 2026 transaction
Restricted shares held after transaction 13,284 shares Total restricted shares directly held following derivative transaction on May 5, 2026
performance shares financial
"as a result of the Issuer's Board of Director's ... 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.
dividend equivalent units financial
"Represents the number of common shares earned (including any accrued dividend equivalent units)"
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
"Each restricted share represents a contingent right to receive one common share minus withholding taxes."
vesting date financial
"subject to the Reporting Person's continued service through each such vesting date."
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*
Fadda Luca
(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 Audit Executive
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 Shares05/05/2026A32,290(1)A$032,290D
Common Shares05/05/2026A7,655(2)A$039,945D
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)05/05/2026A1,993(4) (5) (5)Common Shares1,993$013,284D
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’s Chief Audit Executive report on this Form 4?

The Form 4 shows TIMB Chief Audit Executive Luca Fadda acquired equity awards. He received performance-based common shares from 2023 and 2024 grants, plus restricted shares and related dividend equivalent units, all subject to multi-year vesting and continued service conditions set by the Board.

How many TIMB common shares did Luca Fadda acquire on May 5, 2026?

On May 5, 2026, Luca Fadda was credited with 7,655 and 32,290 TIMB common shares. These represent performance shares earned after the Board certified achievement of 2023 and 2024 performance goals, with the resulting shares vesting over three years if he remains in service.

What restricted share awards did Luca Fadda receive from TIMB?

Luca Fadda acquired 1,993 restricted shares, each a contingent right to one common TIMB share. These include dividend equivalent units approved by the Board on May 5, 2026, and they vest on July 31, 2026, conditioned on his continued service with the company.

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

The 2023 performance shares vest 20%, 30%, and 50% on the first three anniversaries of grant. Portions of the 2024 performance shares vest 10%, 20%, and 70% on those anniversaries, with all vesting contingent on Luca Fadda’s continued service through each vesting date.

What are dividend equivalent units mentioned in TIMB’s Form 4 filing?

Dividend equivalent units are additional units that mirror dividends on underlying restricted or performance shares. In this filing, TIMB notes common shares include accrued dividend equivalent units approved by the Board, increasing Luca Fadda’s earned shares as part of his equity-based awards.