Telefônica Brasil (NYSE: VIV) unveils R$4.0B capital reduction and payout plan

Rhea-AI Filing Summary

Telefônica Brasil S.A. announced that its Board of Directors approved a proposal for a capital stock reduction of R$4.0 billion. The reduction would occur without cancelling shares and would return cash to shareholders in local currency, in a single installment to be paid by July 31, 2026, on a date to be set by management. The operation is intended to improve the company’s capital structure and provide more flexibility in how it allocates capital, while seeking a balance between funding needs and value creation for shareholders. The proposal will be submitted to an extraordinary shareholders’ meeting, and, if approved, its implementation will be subject to a 60-day period starting from the publication of the meeting minutes, as required by Brazilian corporate law.

Positive

• Proposed R$4.0 billion capital reduction returning cash to shareholders, aiming to optimize capital structure and enhance flexibility in capital allocation if approved.

Negative

• None.

Insights

Equity analyst

Telefônica Brasil plans a R$4.0B capital reduction returning cash to shareholders.

Telefônica Brasil S.A. plans to reduce its capital stock by R$4.0 billion through a cash reimbursement to shareholders in local currency, without cancelling shares. This is framed as a way to improve the capital structure and create more flexibility in capital allocation, suggesting the company believes it has excess capital relative to its current investment needs.

The payment is expected in a single installment by July 31, 2026, so the cash return would be concentrated rather than spread over several years. Because there is no share cancellation, the change primarily affects the balance sheet classification of capital and the cash balance, rather than ownership percentages.

The proposal still depends on approval at an extraordinary shareholders’ meeting, and implementation will follow a 60-day statutory period after the minutes are published under Brazilian corporate law. The actual impact on shareholders will depend on final approval, timing of the payment, and any subsequent disclosures about the company’s investment plans and leverage targets in future communications.

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

MATERIAL FACT

Telefônica Brasil S.A. (“Company”) (B3: VIVT3; NYSE: VIV), in the form and for the purposes of Article 157, Paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporation Law”), as amended, and CVM Resolution No. 44, of August 23, 2021, hereby informs its shareholders and the market in general that its Board of Directors approved, at a meeting held on this date, (i) a proposal, to be deliberated by its shareholders in an extraordinary shareholders’ meeting, for an operation to reduce the Company’s capital stock in the amount of R$4.0 billion, without the cancellation of shares and through the reimbursement of funds to shareholders in local currency, to be paid in a single installment until July 31, 2026, in a date yet to be decided by the Company’s Management; as well as (ii) the call notice for the extraordinary shareholder’s meeting to deliberate on said capital reduction proposal and the consequent amendment of the Company’s Bylaws, whose notice of meeting and other relevant documents will be disclosed in due course.

This capital stock reduction operation aims to further improve the Company’s capital structure, allowing for further flexibility in allocating its capital, generating a balance between its needs for resources and value creation for its shareholders. If approved at the extraordinary shareholders’ meeting, the implementation of the proposed capital reduction will be subjected to a 60 (sixty) day period beginning on the publication date of the respective minutes, as provided for in Article 174 of Law No. 6,404/76.

São Paulo, December 9, 2025.

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

Telefônica Brasil – Investor Relations

Tel: +55 11 3430-3687

Email: ir.br@telefonica.com

https://ri.telefonica.com.br/

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 did Telefônica Brasil S.A. (VIV) announce in this 6-K?

Telefônica Brasil S.A. announced that its Board of Directors approved a proposal for a capital stock reduction of R$4.0 billion, to be returned to shareholders in cash, subject to approval at an extraordinary shareholders’ meeting.

How will the R$4.0 billion capital reduction at Telefônica Brasil (VIV) be executed?

The company plans to reduce capital by R$4.0 billion without cancelling shares, reimbursing the amount to shareholders in local currency in a single installment to be paid by July 31, 2026 on a date set by management.

Why is Telefônica Brasil (VIV) proposing a capital reduction?

Telefônica Brasil states that the capital reduction is intended to improve its capital structure, increase flexibility in capital allocation, and balance its resource needs with value creation for shareholders.

What approvals are required for Telefônica Brasil’s R$4.0 billion capital reduction?

The proposal must be approved by shareholders at an extraordinary shareholders’ meeting, and, if approved, implementation will be subject to a 60-day period starting from the publication date of the meeting minutes under Brazilian corporate law.

When will Telefônica Brasil (VIV) pay the capital reduction amount to shareholders?

The reimbursement related to the R$4.0 billion capital reduction is expected to be paid in a single installment by July 31, 2026, on a specific date that will be determined by the company’s management.

Will Telefônica Brasil cancel any shares as part of this capital reduction?

No. The company states that the proposed capital reduction of R$4.0 billion will occur without the cancellation of shares, so shareholders’ proportional ownership would not change due to this operation.