Telefônica Brasil (VIV) confirms R$4,000,000,000 capital reduction payout terms

Rhea-AI Filing Summary

Telefônica Brasil S.A. confirms the cash amount from its approved capital reduction, totaling R$ 4,000,000,000.00, remains unchanged. Each share will receive R$ 1.25171862845, based on the shareholding position on May 22, 2026.

The payment will be made in a single installment on July 14, 2026, proportionally to each shareholder’s stake. The company also states that no treasury share acquisitions, divestitures, or cancellations occurred under its share buyback program, and that after May 22, 2026, shares will trade ex-reimbursement rights.

Insights

Equity capital markets analyst

Telefônica Brasil confirms terms and timing of R$ 4B capital return.

Telefônica Brasil is returning R$ 4,000,000,000.00 to shareholders via a capital reduction, with R$ 1.25171862845 per share paid in cash on July 14, 2026. Eligibility is based on the shareholding position on May 22, 2026.

The company notes that no transactions occurred under its share buyback program, so the previously calculated per-share amount is unchanged. After May 22, 2026, shares trade ex-reimbursement rights, which separates the entitlement to this capital reduction payment from subsequent share purchases.

This is a distribution of existing capital rather than an operating result, so its long-term effect depends on how the reduced capital base aligns with future earnings and investment needs, which are not detailed in this excerpt.

Key Figures

Total capital reduction amount: R$ 4,000,000,000.00 Capital reduction per share: R$ 1.25171862845 per share Shareholding position date: May 22, 2026 +2 more

5 metrics

Total capital reduction amount R$ 4,000,000,000.00 Capital reduction approved at Extraordinary Shareholders’ Meeting on March 12, 2026

Capital reduction per share R$ 1.25171862845 per share Amount confirmed unchanged for payment

Shareholding position date May 22, 2026 Determines eligibility for capital reduction payment

Payment date July 14, 2026 Single installment capital reduction payment

Ex-reimbursement rights start After May 22, 2026 Shares trade without entitlement to this reimbursement

Key Terms

Capital Reduction, Share Buyback Program, Extraordinary Shareholders’ Meeting, ex-reimbursement rights

4 terms

Capital Reduction financial

"the amount per share to be paid for the Capital Reduction approved at the Extraordinary Shareholders’ Meeting"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

Share Buyback Program financial

"no acquisitions, divestitures or cancellations of shares held in treasury were made under the Company’s Share Buyback Program"

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

Extraordinary Shareholders’ Meeting financial

"Capital Reduction approved at the Extraordinary Shareholders’ Meeting held on March 12, 2026"

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.

ex-reimbursement rights financial

"After May 22, 2026, the Company’s shares will be traded as “ex-reimbursement rights”"

Form 6-K: How Foreign Companies Report to the SEC →

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 May, 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 

TELEFÔNICA BRASIL S.A.

Publicly-held Company

Corporate Taxpayer’s ID (CNPJ/MF) 02.558.157/0001-62

Company Registry (NIRE) 35.3.001.5881-4

NOTICE TO THE MARKET

CONFIRMATION OF THE AMOUNT PER SHARE TO BE PAID AS A RESULT OF THE CAPITAL REDUCTION APPROVED AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING HELD ON MARCH 12, 2026

In continuity to the Material Facts of December 9, 2025, March 12, 2026 and May 15, 2026, Telefônica Brasil S.A. ("Company") announces to its shareholders that no acquisitions, divestitures or cancellations of shares held in treasury were made under the Company’s Share Buyback Program. Thus, the amount per share to be paid for the Capital Reduction approved at the Extraordinary Shareholders’ Meeting held on March 12, 2026, remains unchanged as described in the table below:

Type of Event	Approval Date	Shareholding Position	Total Reduction Amount (R$)	Amount per Share (R$)	Payment Date
Capital Reduction	03/12/2026	05/22/2026	4,000,000,000.00	1.25171862845	07/14/2026

The amount resulting from the Capital Reduction will be paid in a single installment on July 14, 2026, as determined by the Company’s Board of Directors, individually to each shareholder and in proportion to their respective shareholdings in the Company’s capital stock, based on the Company’s records as of this date. After May 22, 2026, the Company’s shares will be traded as “ex-reimbursement rights”.

São Paulo, May 22, 2026.

Rodrigo Rossi Monari

CFO and Investor Relations Officer

Telefônica Brasil – Investor Relations

Email: ir.br@telefonica.com 

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

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:	May 22, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What capital reduction payment is Telefônica Brasil (VIV) making to shareholders?

Telefônica Brasil will distribute R$ 4,000,000,000.00 to shareholders as a capital reduction. The cash payment equals R$ 1.25171862845 per share, allocated individually and proportionally to each investor’s ownership stake as of the defined shareholding position date.

What is the per-share amount from Telefônica Brasil’s capital reduction?

Each Telefônica Brasil share will receive R$ 1.25171862845 from the approved capital reduction. This amount was confirmed unchanged because there were no acquisitions, divestitures, or cancellations of treasury shares under the company’s share buyback program during the relevant period.

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

Telefônica Brasil will pay the capital reduction amount on July 14, 2026, in a single cash installment. Payment will be made to each shareholder proportionally, according to their ownership recorded on the specified shareholding position date of May 22, 2026.

What is the key record date for Telefônica Brasil’s capital reduction payout?

The relevant shareholding position date is May 22, 2026, for Telefônica Brasil’s capital reduction. Shareholders recorded on this date will be entitled to the R$ 1.25171862845 per-share reimbursement, and thereafter the shares will trade ex-reimbursement rights on the market.

How does Telefônica Brasil’s share buyback program affect this capital reduction?

The company states no acquisitions, divestitures, or cancellations of treasury shares occurred under its share buyback program. Because the treasury share balance did not change, the capital reduction amount per share, R$ 1.25171862845, remains exactly as previously announced to the market.

What does ex-reimbursement rights mean for Telefônica Brasil (VIV) shares?

After May 22, 2026, Telefônica Brasil shares trade ex-reimbursement rights, meaning new buyers no longer receive the capital reduction payment. Only shareholders registered on the shareholding position date keep the right to the R$ 1.25171862845 per-share reimbursement on July 14, 2026.