[6-K] Telefonica Brasil, S.A. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Medicus Pharma Ltd. (MDCX) filed a Form 4 on 24 Jul 2025 for director Sara R. May.

• New grant: 25,000 stock options acquired on 22 Jul 2025 at an exercise price of US$3.08; vest quarterly over one year; expire 22 Jul 2030.
• Accelerated vesting: Board accelerated a prior 15,000-option grant dated 17 Dec 2024, exercise price US$2.75 (converted from C$3.95); all options now fully vested, expire 17 Dec 2029.
• No open-market share transactions; activity limited to derivative awards.
• After the transactions Ms. May directly holds 40,000 fully vested options; no change reported in common share ownership.

The filing reflects routine director compensation with limited dilution (40k shares if exercised) and carries minimal fundamental impact for shareholders.

Positive

• Alignment of interests: Additional options incentivise the director to enhance long-term share value.

Negative

• Potential dilution: Full exercise would add 40,000 shares, though likely immaterial to total shares outstanding.

Insights

Corporate Governance Analyst

TL;DR: Routine option grant and vesting acceleration; negligible governance or financial impact.

The Board awarded 25k options to a non-executive director at US$3.08 and accelerated vesting on a prior 15k-option grant. In total, 40k options—small relative to typical biotech float—became fully vested. No cash outlay or share sale occurred, so immediate dilution is zero; future dilution remains modest. Such awards are customary for aligning director incentives and do not signal operational change. I view the filing as neutral for valuation and governance risk.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2025

Commission File Number: 001-14475

TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)

TELEFONICA BRAZIL S.A. (Translation of registrant’s name into English)

Av. Eng° Luís Carlos Berrini, 1376 -  28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes No X 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes No X 

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer’s ID (CNPJ) 02.558.157/0001-62

Company Registry (NIRE) 35.3.001.5881-4

EXCERPT FROM THE MINUTES OF THE 248th MEETING OF THE FISCAL COUNCIL OF TELEFÔNICA BRASIL S.A. HELD ON JULY 22, 2025

1. DATE, TIME AND VENUE: On July 22, 2025, at 5:00 p.m., held virtually, as provided for in Article 16, paragraph 1 of the Internal Regulations of the Fiscal Council (“Regulations”) of Telefônica Brasil S.A. (“Company”).

2. CALL NOTICE AND ATTENDANCE: The meeting was called in accordance with the Company’s Bylaws. The members of the Company’s Fiscal Council (“Fiscal Council”) who signed these minutes, were present, establishing quorum for the meeting to be installed. Also present were the Director of Accounting and Revenue Forecasting, Mrs. Jaqueline Nogueira de Almeida; the Company’s Senior Manager and Accountant, Mr. Marcos Antônio Martins; the Senior Accounting Manager, Mr. Carlos Cesar Mazur; the Finance Director, Mr. Rodrigo Rossi Monari; the Director of Corporate and Business Affairs, Mrs. Nathalia Pereira Leite, acting as Secretary of the Meeting; as well as representatives from PricewaterhouseCoopers Auditores Independentes Ltda. (“PwC”), Mr. Ricardo Queiroz, Mrs. Anelise Pironatto and Mrs. Carolina Godoy.

3. AGENDA AND RESOLUTION: After examining and discussing the matter on the Agenda, the following was unanimously resolved by the members of the Fiscal Council present at the meeting:

3.1. Proposal for cancellation of shares held in treasury. The Finance Director, Mr. Rodrigo Rossi Monari, together with the Senior Finance Manager, Mr. Daniel Lins Mattos, presented the proposal to cancel 34,740,770 common, book-entry shares with no par value issued by the Company and held in treasury, equivalent to 1.07% of the share capital, without reducing its total value. These shares were acquired under the Company’s Share Buyback Program. Once the proposal is approved, the Company’s Bylaws must be amended to reflect the new number of shares into which its share capital is divided, through a resolution of the Company’s General Shareholders’ Meeting, which will be convened in due course. After reviewing the information presented, the Fiscal Council members present unanimously issued a favorable opinion on the proposal.

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer’s ID (CNPJ) 02.558.157/0001-62

Company Registry (NIRE) 35.3.001.5881-4

EXCERPT FROM THE MINUTES OF THE 248th MEETING OF THE FISCAL COUNCIL OF TELEFÔNICA BRASIL S.A. HELD ON JULY 22, 2025

4. CLOSING: There being no further business to discuss, the meeting was adjourned, and these minutes were drawn up. São Paulo, July 22, 2025. Signatures: (aa) Gabriela Soares Pedercini; Stael Prata Silva Filho; Luciana Doria Wilson; and Nathalia Pereira Leite – Secretary of the Meeting.

I certify that the resolution recorded in this document is included in the minutes of the 248th meeting of the Fiscal Council of Telefônica Brasil S.A., held on July 22, 2025, recorded in the appropriate book. This is a free English translation.

_______________________________

Nathalia Pereira Leite

Secretary

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			TELEFÔNICA BRASIL S.A.
Date:	July 24, 2025		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

How many options did director Sara R. May receive from MDCX?

She acquired 25,000 new stock options on 22 Jul 2025 and now holds 40,000 in total.

What is the exercise price of the new Medicus Pharma options?

The exercise price is US$3.08 per common share.

When do the new MDCX options vest?

They vest quarterly in four equal instalments over one year from 22 Jul 2025.

Did the filing report any open-market share purchases or sales?

No, the Form 4 only discloses derivative (option) activity; no common shares were bought or sold.

What is the impact of accelerated vesting on the 2024 option grant?

All 15,000 options granted on 17 Dec 2024 are now fully vested, increasing Ms. May’s exercisable holdings immediately.

How does this Form 4 affect Medicus Pharma shareholders?

It introduces a minor potential dilution of 40k shares upon future exercise but has no immediate financial impact.