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

Rhea-AI Filing Summary

On 07/22/2025 Medicus Pharma Ltd. (MDCX) filed a Form 4 for Chief Financial Officer James P. Quinlan. The Board granted Quinlan 50,000 new stock options at a US$3.08 exercise price, vesting quarterly over one year and expiring 07/22/2030. The Board simultaneously accelerated vesting of a prior grant of 20,000 options issued 12/17/2024 at US$2.75 (CAD $3.95) so that they are now fully vested. After these transactions the CFO beneficially owns 70,000 options, all held directly; no common shares were bought or sold. The filing reflects routine equity compensation designed to align management incentives with shareholder value. Should all options be exercised, up to 70,000 additional shares could be issued, representing modest dilution relative to the company’s total share count (not disclosed in this filing).

Positive

• 50,000 new options granted at US$3.08, enhancing CFO’s incentive alignment with shareholders.
• Accelerated vesting of 20,000 existing options indicates Board confidence and supports executive retention.

Negative

• Potential dilution of up to 70,000 shares if all options are exercised.

Insights

Financial Analyst

Equity grant to CFO; 50k options issued, 20k vest accelerated; neutral impact, aligns incentives, limited dilution.

The new grant broadens the CFO’s incentive package to 70,000 options, split between US$3.08 and US$2.75 strike prices. Because no shares changed hands and strike prices exceed the latest disclosed exercise price of prior grants, cash impact is deferred until exercise. The award suggests confidence in management but is not large enough to materially alter per-share metrics. Dilution of roughly 70,000 shares is minor for most issuers, though MDCX’s share count is not included here. Overall valuation impact is neutral; the filing mainly signals ongoing efforts to retain key talent.

Corporate Governance Expert

Standard incentive refresh; accelerated vesting rewards past service, vests future grant over one year, governance risk low.

The Board followed typical practice by accelerating unvested options after just seven months, rewarding the executive ahead of the initial schedule—an accepted retention strategy but one that investors may scrutinise if performance lags. The fresh 50k-option grant includes a one-year vesting cliff that maintains performance linkage. No red flags appear regarding disclosure completeness or Section 16 compliance; the Attorney-in-Fact signature is proper. The action is routine in small-cap life-sciences firms and should not trigger governance concern.

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 173rd MEETING OF THE AUDIT AND CONTROL COMMITTEE OF TELEFÔNICA BRASIL S.A. HELD ON JULY 23, 2025

1. DATE, TIME AND VENUE: On July 23, 2025, at 12:30 p.m. (Madrid time), held, exceptionally, at Distrito Telefónica, Ronda de la Comunicación, s/n – Central Building, 1st Floor, Juan Gris Room, Madrid, Spain.

2. CALL NOTICE AND ATTENDANCE: The meeting was called in accordance with the Internal Regulations of the Board of Directors and the Technical and Advisory Committees of Telefônica Brasil S.A. (“Company”). All members of the Company’s Audit and Control Committee (“Committee”) were present, namely: Mr. Ignácio Maria Moreno Martínez, Chairman of the Committee; Mrs. Andrea Capelo Pinheiro, Board Member; and Mr. Jordi Gual Solé, Board Member. Also present at the meeting were the Chief Financial and Investor Relations Officer, Mr. David Melcon Sanchez-Friera; the Chief Audit Officer, Mrs. Paula Bragança França Mansur; the Director of Accounting and Revenue Forecasting, Mrs. Jaqueline Nogueira de Almeida; the Company’s Senior Manager and Accountant, Mr. Marcos Antônio Martins; the General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira; and the Director of Corporate and Business Affairs, Mrs. Nathalia Pereira Leite, acting as Secretary of the Meeting, as well as the presenters individually appointed for the topic below, whose participation was limited to the time of discussion of the respective matter. The Representatives of PricewaterhouseCoopers Auditores Independentes Ltda. (“PwC”), Mr. Ricardo Queiroz, Mr. Bruno Maia, Mrs. Carolina Godoy, and Mrs. Anelise Pironatto, were also present.

3. PRESIDING BOARD: Ignácio Maria Moreno Martínez – Chairman of the Meeting; and Nathalia Pereira Leite – Secretary of the Meeting.

4. AGENDA AND RESOLUTION: After examining and discussing the matter on the Agenda, the following was reviewed and unanimously resolved by the present Committee members:

4.1. Proposal for cancellation of treasury shares: The Finance Director, Mr. Rodrigo Rossi Monari, together with the Senior Financial 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. The proposal was reviewed by the Committee and, after analyzing the information presented and receiving the necessary clarifications, the Committee members present unanimously decided to recommend its approval to the Company’s Board of Directors.

 

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

5. CLOSING: There being no further business to discuss, the Chairman of the Committee declared the meeting adjourned and these minutes were drawn up. Madrid, July 23, 2025. Signatures: (aa) Ignácio Maria Moreno Martínez – Chairman of the Committee; Andrea Capelo Pinheiro; Jordi Gual Solé; and Nathalia Pereira Leite – Secretary of the Meeting.

I hereby certify that the resolution recorded in this document is included in the minutes of the 173^rd meeting of the Audit and Control Committee of Telefônica Brasil S.A., held on July 23, 2025, recorded in the appropriate book.

_______________________________

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 new options did MDCX grant to its CFO on July 22 2025?

Medicus Pharma granted 50,000 stock options to CFO James P. Quinlan.

What is the exercise price of the new MDCX options?

The new options carry an exercise price of US$3.08 per share.

How many total options does the CFO now own?

After the transaction the CFO beneficially owns 70,000 options to purchase common shares.

When do the newly granted options vest?

They vest quarterly in four equal installments over one year starting from 07/22/2025.

What was the reason for the accelerated vesting of earlier options?

The Board approved accelerated vesting to make previously unvested 20,000 options fully exercisable immediately.

Will the option grants dilute existing Medicus Pharma shareholders?

If every option is exercised, up to 70,000 new shares would be issued, causing modest dilution.