Telefônica Brasil (VIV) Fiscal Council backs R$4B capital reduction plan

Rhea-AI Filing Summary

Telefônica Brasil S.A. reported that its Fiscal Council unanimously approved a proposal to reduce the Company’s capital stock by R$4,000,000,000.00. The reduction would be carried out without canceling shares and would reimburse shareholders for part of the value of their shares, lowering the capital stock from R$60,071,415,865.09 to R$56,071,415,865.09, while keeping each shareholder’s ownership percentage unchanged.

The measure still depends on approval at an extraordinary shareholders’ meeting and will follow a 60-day period provided for in Brazilian corporate law. After the reduction is implemented, the Company plans to pay the reimbursed amount in a single installment by July 31, 2026, on a date to be set by management, with payment made individually and proportionally to all shareholders.

Insights

Equity capital structure analyst

Telefônica Brasil plans a R$4B capital reduction via pro-rata cash return.

Telefônica Brasil S.A. is proposing a capital stock reduction of R$4,000,000,000.00, cutting stated capital from R$60,071,415,865.09 to R$56,071,415,865.09. The transaction is structured as a reimbursement of part of the value of each share, with no share cancellation, so percentage ownership for each investor remains the same while balance-sheet equity decreases.

The plan requires approval at an extraordinary shareholders’ meeting and must observe a 60-day period under Article 174 of the Brazilian Corporation Law before implementation. The Fiscal Council unanimously issued a favorable opinion, which supports the governance process but does not guarantee shareholder approval.

Management intends to pay the reimbursed amount in a single installment by July 31, 2026, on a date still to be set. The actual impact for investors will depend on the final meeting decision and the chosen payment date, which will determine when shareholders effectively receive the cash distribution.

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 December, 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

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

EXTRACT FROM THE MINUTES OF THE 254th FISCAL COUNCIL’S MEETING OF

TELEFÔNICA BRASIL S.A., HELD ON DECEMBER 5, 2025

1. DATE, TIME AND VENUE: On December 5, 2025, at 09:00 a.m., held remotely as provided for in Article 16, First Paragraph, of the Internal Rules of the Fiscal Council (“Rules”) of Telefônica Brasil S.A. (“Company”).

2. CALL NOTICE AND ATTENDANCE: The meeting was convened in accordance with the Company’s Bylaws. Present were the members of the Company’s Fiscal Council (“Fiscal Council”), who subscribe to these minutes, thus establishing quorum for the installation of the meeting. Also in present were the Accounting and Revenue Projection Director, Ms. Jaqueline Nogueira de Almeida; the Senior Manager and Company Accountant, Mr. Marcos Antônio Martins; the Senior Accounting Manager, Mr. Carlos Cesar Mazur; the Finance Director, Mr. Rodrigo Rossi Monari; the Senior Financial Manager, Mr. Daniel Lins Mattos; the General Secretary and Legal Director, Mr. Breno Rodrigo Pacheco de Oliveira; the Business and Corporate Affairs Director, Ms. Nathalia Pereira Leite, acting as Secretary of the Meeting; as well as representatives of PricewaterhouseCoopers Auditores Independentes Ltda. (“PwC”), Mr. Ricardo Queiroz and Mr. Mateus Oliveira.

3. AGENDA AND RESOLUTION: After examining and debating the matter in the Agenda, the Fiscal Council members present at the meeting unanimously resolved as follows:

3.1. Proposal to Reduce the Company’s Capital Stock in the amount of R$4,000,000,000.00 (four billion reais). The proposal to reduce the Company’s capital stock, in the amount of R$4,000,000,000.00 (four billion reais), without the cancellation of shares and through the reimbursement to shareholders of part of the value of their shares (“Reduction”), was reviewed, pursuant to Article 173 of Law No. 6,404/76 (“Brazilian Corporation Law”), reducing the capital stock from R$60,071,415,865.09 (sixty billion, seventy-one million, four hundred fifteen thousand, eight hundred sixty-five reais and nine cents) to R$56,071,415,865.09 (fifty-six billion, seventy-one million, four hundred fifteen thousand, eight hundred sixty-five reais and nine cents), with the shareholders’ participation in the Company’s share capital remaining unchanged, and Article 5, caput of the Company’s Bylaws to be amended to reflect the said Reduction.

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

EXTRACT FROM THE MINUTES OF THE 254th FISCAL COUNCIL’S MEETING OF

TELEFÔNICA BRASIL S.A., HELD ON DECEMBER 5, 2025

If approved by the extraordinary shareholders’ meeting, the implementation of the Reduction is subject to a 60 (sixty) day period, pursuant to Article 174 of the Brazilian Corporation Law. After the Reduction is implemented, payment of the funds resulting from the Reduction must occur by July 31, 2026, in a single installment, on a date to be determined by the Company’s Management, individually to each shareholder and in proportion to their respective positions in the Company’s share capital, in accordance with the settlement procedures established by B3 S.A. – Brasil, Bolsa, Balcão and by the institution responsible for the bookkeeping of the Company’s shares, as applicable.

Considering the clarifications provided during the meeting, the members of the Fiscal Council unanimously expressed a favorable opinion on the proposal for the Reduction, as presented above, and on the consequent amendment to the Company’s Bylaws, to be resolved at an extraordinary shareholders’ meeting, pursuant to the Brazilian Corporation Law, issuing their opinion attached to these minutes.

4. CLOSING: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up. São Paulo, December 5, 2025. Signatures: (aa) Gabriela Soares Pedercini; Stael Prata Silva Filho; Luciana Doria Wilson; and Nathalia Pereira Leite – Secretary of the Meeting.

I hereby certify that the resolution recorded in this instrument is included in the minutes of the 254th meeting of the Fiscal Council of Telefônica Brasil S.A., held on December 5, 2025, drawn up in the Company’s book. This is a free English translation.

_______________________________

Nathalia Pereira Leite

Secretary

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

EXTRACT FROM THE MINUTES OF THE 254th FISCAL COUNCIL’S MEETING OF

TELEFÔNICA BRASIL S.A., HELD ON DECEMBER 5, 2025

OPINION OF THE FISCAL COUNCIL

The members of the Fiscal Council of Telefônica Brasil S.A. (“Company” or “Telefônica Brasil”), in the exercise of their legal duties and responsibilities, as provided for in Article 163 of Law No. 6,404/1976 and in compliance with Annex E of CVM Resolution No. 81, dated March 29, 2022, at a meeting held on December 5, 2025, examined and analyzed the proposal for the reduction of the Company’s capital stock in the amount of R$4,000,000,000.00 (four billion reais), without the cancellation of shares and through the reimbursement to shareholders of part of the value of their shares, and, considering the information provided by Telefônica Brasil’s Management, unanimously express a favorable opinion on the submission of such proposal to the Company’s Extraordinary Shareholders’ Meeting, pursuant to Law No. 6,404/1976.

São Paulo, December 5, 2025.

Gabriela Soares Pedercini	Luciana Doria Wilson	Stael Prata Silva Filho
Fiscal Council (effective)	Fiscal Council (effective)	Fiscal Council (effective)

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:	December 9, 2025		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What capital reduction did Telefônica Brasil (VIV) announce in this 6-K?

Telefônica Brasil’s Fiscal Council approved a proposal to reduce the Company’s capital stock by R$4,000,000,000.00, reimbursing shareholders for part of the value of their shares without canceling any shares.

How will the Telefônica Brasil (VIV) capital reduction affect shareholder ownership?

The proposal reduces the capital stock from R$60,071,415,865.09 to R$56,071,415,865.09, but states that shareholders’ participation in the Company’s share capital remains unchanged, meaning ownership percentages stay the same.

When could Telefônica Brasil (VIV) pay the R$4 billion reimbursement to shareholders?

After the capital reduction is implemented, the Company plans to pay the funds resulting from the reduction in a single installment by July 31, 2026, on a date to be determined by management.

What approvals are required for Telefônica Brasil’s proposed capital reduction?

The Fiscal Council has issued a unanimously favorable opinion, but the proposal still needs to be resolved at an extraordinary shareholders’ meeting, in accordance with Brazilian corporate law.

Is there a legal waiting period before Telefônica Brasil can implement the capital reduction?

Yes. If approved by the extraordinary shareholders’ meeting, implementation of the capital reduction is subject to a 60-day period under Article 174 of the Brazilian Corporation Law before it can be completed.

How will Telefônica Brasil (VIV) distribute the capital reduction funds to shareholders?

The funds will be paid individually and proportionally to each shareholder, according to their position in the Company’s share capital, following the settlement procedures of B3 S.A. – Brasil, Bolsa, Balcão and the share bookkeeping institution.