Telefônica Brasil (NYSE: VIV) to merge Fibrasil fiber unit

Rhea-AI Filing Summary

Telefônica Brasil S.A. reports that shareholders approved the merger of its wholly-owned subsidiary Fibrasil Infraestrutura e Fibra Ótica S.A. into the company at an Extraordinary Shareholders’ Meeting held in São Paulo. The merger becomes effective on August 1, 2026, when Fibrasil will be dissolved and Telefônica Brasil will assume all of its rights and obligations.

The company states that this merger will not increase its share capital, will not involve the issuance of new shares, and will not change its shareholding structure. As a result, there is no share exchange ratio and shareholders do not have a right of withdrawal in connection with this transaction.

Key Figures

Merger effective date: August 1, 2026 Shareholders’ meeting date: July 31, 2026 Governing corporate law: Law No. 6,404

3 metrics

Merger effective date August 1, 2026 Date on which the merger of Fibrasil into Telefônica Brasil becomes effective

Shareholders’ meeting date July 31, 2026 Extraordinary Shareholders’ Meeting that approved the merger

Governing corporate law Law No. 6,404 Brazilian corporate law cited as the legal basis for disclosure

Key Terms

Material Fact, Extraordinary Shareholders’ Meeting, wholly-owned subsidiary, right of withdrawal

4 terms

Material Fact regulatory

"Telefônica Brasil S.A. ... discloses this as a Material Fact to the market"

Extraordinary Shareholders’ Meeting regulatory

"the merger ... was approved at the Extraordinary Shareholders’ Meeting held on this date"

An extraordinary shareholders’ meeting is a special gathering called outside the regular annual meeting to vote on urgent or significant company matters, such as large mergers, major asset sales, changes to control, or amendments to governing rules. Think of it as a town-hall called when something important arises that owners must approve; investors should pay attention because outcomes can change a company’s strategy, value, or their ownership stakes quickly.

wholly-owned subsidiary financial

"the merger by the Company of Fibrasil ... its wholly-owned subsidiary"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

right of withdrawal regulatory

"there is no share exchange ratio or right of withdrawal"

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FAQ

What merger did Telefônica Brasil (VIV) approve in July 2026?

Telefônica Brasil (VIV) approved the merger of its wholly-owned subsidiary Fibrasil Infraestrutura e Fibra Ótica S.A. into the parent company. The decision was taken at an Extraordinary Shareholders’ Meeting in São Paulo, with Telefônica Brasil succeeding to all of Fibrasil’s rights and obligations.

When will the Fibrasil merger into Telefônica Brasil (VIV) become effective?

The merger of Fibrasil into Telefônica Brasil (VIV) becomes effective on August 1, 2026. From that date, Fibrasil will be dissolved as a separate company and Telefônica Brasil will assume all of its existing rights, contracts, and obligations under Brazilian corporate law.

Will the Fibrasil merger change Telefônica Brasil (VIV)'s share capital or shareholding structure?

According to Telefônica Brasil (VIV), the approved merger will not increase the company’s share capital, will not involve issuance of new shares, and will not alter its shareholding structure. Existing shareholders keep the same ownership percentages they held before the consolidation of Fibrasil.

Do Telefônica Brasil (VIV) shareholders have withdrawal rights in the Fibrasil merger?

Telefônica Brasil (VIV) states that shareholders do not have a right of withdrawal related to this merger. Because there is no share capital increase, no new shares issued, and no change to the shareholding structure, no share exchange ratio or withdrawal mechanism applies to investors.

What happens to Fibrasil after the merger with Telefônica Brasil (VIV)?

After the merger with Telefônica Brasil (VIV) becomes effective, Fibrasil Infraestrutura e Fibra Ótica S.A. will be dissolved as a separate legal entity. Telefônica Brasil will succeed to all of Fibrasil’s rights and obligations, effectively integrating its assets, liabilities, and contracts into the parent company.

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, 2026

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 

SP - 29493684v2 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. (B3: VIVT3; NYSE: VIV) (“Company”), pursuant to and for the purposes of article 157, paragraph 4 of Law No. 6,404, dated December 15, 1976, and CVM Resolution No. 44, informs its shareholders and the market in general that the merger by the Company of Fibrasil Infraestrutura e Fibra Ótica S.A. (“ Fibrasil”), its wholly -owned subsidiary (“Merger”), was approved at the Extraordinary Shareholders’ Meeting held on this date, effective as of August 1, 2026, upon which Fibrasil shall be dissolved and the Company will succeed to all of its rights and obligations. Lastly, the Company clarifies that, as disclosed in the Material Fact and the other documents released by the Company on June 16, 2026, the approved Merger shall not result in (i) an increase in the Company's share capital; (ii) issuance of new shares by the Company; or (iii) any change to the Company’s shareholding structure . Therefore, there is no share exchange ratio or right of withdrawal. São Paulo, July 31, 2026. Rodrigo Rossi Monari CFO and Investor Relations Officer Telefônica Brasil – Investor Relations 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:	July 31, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director