[6-K] Telefonica Brasil, S.A. American Current Report (Foreign Issuer)
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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 September, 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:
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Form 20-F |
X |
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Form 40-F |
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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):
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Yes |
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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):
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Yes |
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No |
X |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62
NIRE 35.3.0015881-4
MINUTES OF THE 501st MEETING OF THE BOARD OF DIRECTORS OF
TELEFÔNICA BRASIL S.A., HELD ON SEPTEMBER 11, 2025
1. DATE, TIME AND VENUE: On September 11, 2025, at 11:00 a.m. (São Paulo local time), held remotely, as provided for in Article 19, First Paragraph of the Internal Regulations of the Board of Directors and Technical and Consultant Committees (“Regulations”) of Telefônica Brasil S.A. (“Company”).
2. CALL NOTICE AND ATTENDANCE: The call was waived, given the presence of all members of the Board of Directors, who subscribe these minutes, as provided for in Article 15, Paragraph 2 of the Company’s Regulations, establishing, therefore, quorum according to the Company’s Bylaws for instating the meeting. The General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, also attended the meeting as Secretary.
3. PRESIDING BOARD: Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Breno Rodrigo Pacheco de Oliveira – Meeting Secretary.
4. AGENDA AND RESOLUTION: After examining the matters on the Agenda, the members of the Board of Directors unanimously decided as follows:
4.1. Proposal for the Declaration of Interest on Capital: The proposal for a statement of interest on capital by the Company (“IoC”) was approved, based on the balance sheet as of August 31, 2025, in the gross amount of R$400,000,000.00, corresponding to R$340,000,000.00 net of income tax withheld at source. The value of the IoC statement declared is equivalent to the gross value of R$0.12477350287[1] per common share, and R$0.10605747744¹ net of income tax.
The IoC credit will be individually allocated to each shareholder, based on the shareholding position recorded by the Company at the end of September 22, 2025. After this date, the shares will be considered “ex-IoC.”
[1] Value per share calculated based on the shareholding position of August 29, 2025. Given the Company’s Share Buyback Program in effect, the value per share may be subject to change, considering the Company’s shareholding position to be verified on September 22, 2025.
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62
NIRE 35.3.0015881-4
MINUTES OF THE 501st MEETING OF THE BOARD OF DIRECTORS OF
TELEFÔNICA BRASIL S.A., HELD ON SEPTEMBER 11, 2025
The net value of the IoC will be attributed to the mandatory dividend for the fiscal year ending on December 31, 2025, ad referendum to the Ordinary General Meeting of the Company’s Shareholders to be held in 2026, and the payment will be made by April 30, 2026, with the date to be duly set by the Company’s Board of Directors.
5. CLOSING: There being no further matters to discuss, the Chairman of the Board of Directors adjourned the meeting, and these minutes were drawn up. São Paulo, September 11, 2025. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Andrea Capelo Pinheiro; Cesar Mascaraque Alonso; Christian Mauad Gebara; Cristina Presz Palmaka de Luca; Denise Soares dos Santos; Francisco Javier de Paz Mancho; Gregorio Martínez Garrido; Ignácio Maria Moreno Martínez; Jordi Gual Solé; Marc Xirau Trias; and Solange Sobral Targa. Meeting Secretary: Breno Rodrigo Pacheco de Oliveira.
I hereby certify that these minutes are a faithful copy of the minutes of the 501st Meeting of the Board of Directors of Telefônica Brasil S.A., held on September 11, 2025, drawn up in the Company’s book. This is a free English translation.
_______________________________
Breno Rodrigo Pacheco de Oliveira
Meeting 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.
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TELEFÔNICA BRASIL S.A. | |||
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Date: |
September 11, 2025 |
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By: |
/s/ João Pedro Carneiro | |
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Name: |
João Pedro Carneiro |
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Title: |
Investor Relations Director |
