Tim S A SEC Filings

TIM S.A. reports that its Board of Directors approved a new strategic agreement with American Tower do Brasil, redefining their long-term partnership for mobile network infrastructure. The agreement covers approximately 9,000 towers, which is about 30% of TIM’s entire infrastructure, and consolidates multiple existing contracts into a single framework with a unified term running until 2034.

The new structure is designed to simplify and improve the efficiency of managing this tower portfolio and is described as an important step in the long-term relationship between the two companies. TIM links this agreement directly to its Lease Efficiency Plan, which is part of its broader strategic plan focused on operational efficiency, governance simplification, and sustainable evolution of its mobile network.

TIM also notes that the Lease Efficiency Plan includes other contract negotiations, infrastructure sharing projects, and initiatives under a “MAKE” model, where TIM may build its own sites with or without partners. The company states it will keep shareholders and the market informed about relevant developments.

TIM S.A. filed a report as a foreign private issuer to inform investors that its next Annual Shareholders’ Meeting will be held on March 26, 2026. The company notes that more detailed information, including the formal call notice and related documents, will be provided closer to the meeting date. This update is a procedural step that lets shareholders know when corporate matters will be formally presented for their consideration.

TIM S.A. filed an update on management and related-party shareholdings. The report consolidates positions for the board of directors, executive management, fiscal council, technical or advisory bodies, controlling shareholder and people connected to management in TIM’s common registered shares.

One board-level category shows an opening balance of 517,217 common registered shares and a closing balance of 517,117 shares, reflecting a net movement of 100 shares during the month. Executive management shows an opening and closing balance of 285,321 common registered shares with no activity in the period. The fiscal council and technical or advisory bodies are reported with zero common registered shares. A separate line lists a closing balance quantity of 1,611,969,909 common registered shares, indicating a large common-share position in the consolidated table.

TIM S.A. is correcting the per-share amount of its previously announced interest on equity (IOE) distribution. Due to a change in the number of treasury shares before December 22, 2025, the gross IOE per share was adjusted from R$0.1755760439 to R$0.1757968072, while the total IOE to be distributed remains R$420,000,000.00. The change reflects fewer shares entitled to receive IOE. Payment of the IOE is scheduled to take place until June 30, 2026. Shareholders holding shares as of December 22, 2025 are entitled to the IOE, and shares acquired after that date trade ex-rights to this distribution.

TIM S.A. is correcting the previously disclosed dividend amount per share while keeping the total dividend unchanged. The gross dividend per share was adjusted from R$0.7482883774 to R$0.7491354635, with the total distribution remaining at R$1,790,000,000.00. This higher per-share value results from an increase in treasury shares, which reduces the number of shares entitled to receive dividends.

The dividend will be paid by December 30, 2025, in the total amount of R$1.79 billion, without any monetary adjustment. Shareholders of record on December 19, 2025 are entitled to receive the dividend, and shares acquired after that date trade ex-dividend, meaning they do not carry the right to this distribution.

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.

TIM S.A. approved a distribution of earnings totaling BRL 2,210,000,000 as an advance remuneration to shareholders for fiscal year 2025, to be counted toward the mandatory minimum dividend.

Of this amount, BRL 1,790,000,000 will be paid as dividends, equal to 0.7482883774 per common share, for shareholders of record on December 19, 2025, with payment by December 30, 2025. A further BRL 420,000,000 will be paid as interest on equity, equal to 0.1755760439 per common share, for shareholders of record on December 22, 2025, with payment by June 30, 2026. Considering all proceeds in 2025, the company reports that a total of R$4 billion has been declared in the year, in line with its 2025–2027 Strategic Plan, and notes that per-share amounts may change if the number of treasury shares changes under its buyback or share cancellation actions.

TIM S.A. cancelled 28,678,509 treasury shares that had been acquired under its current share buyback program. The cancellation was approved by the Board of Directors and was carried out without any reduction of the company’s capital stock.

After this corporate action, TIM S.A.’s capital stock is now divided into 2,392,125,889 common shares. The company plans to adjust Article 5 of its Bylaws at the next shareholders’ meeting to reflect the new share count and states it will keep shareholders informed of further relevant updates.

TIM S.A. approved substantial cash returns to shareholders. The board authorized dividends of R$1,790,000,000.00, equal to R$0.7482883774 per share, to be paid by December 30, 2025 to holders of record on December 19, 2025. It also approved interest on shareholders’ equity of R$420,000,000.00, or R$0.1755760439 per share, to be paid by June 30, 2026 to shareholders of record on December 22, 2025, with 15% withholding tax for most investors.

The board cancelled 28,678,509 treasury common shares without reducing capital, leaving the share capital divided into 2,392,125,889 common shares and keeping the current repurchase plan in force. Directors also endorsed the 2026 budget and 2026–2028 industrial plan, updated the cybersecurity policy, set the Statutory Audit Committee budget for 2026, and approved the 2026 corporate calendar and board work plan.