Telefônica Brasil (VIV) sets March 2026 vote on R$4B capital return

Rhea-AI Filing Summary

Telefônica Brasil S.A. called an Extraordinary Shareholders’ Meeting for March 12, 2026 to vote on a proposed reduction of the company’s capital stock by R$4,000,000,000.00. The reduction would occur without cancelling shares and would be carried out through a return of funds to shareholders under Brazilian corporate law.

Shareholders will also vote on updating and consolidating the bylaws to reflect the new capital amount and on authorizing management to execute all related actions. The meeting will be held in person at the company’s São Paulo headquarters, with the option to participate via remote voting ballot, subject to advance registration and documentation requirements.

Insights

Equity Capital Structure Analyst

Telefônica Brasil seeks approval to return R$4 billion via capital reduction.

The company is asking shareholders to approve a capital stock reduction of R$4,000,000,000.00 by returning funds to shareholders without cancelling shares. This indicates a balance-sheet reclassification rather than an immediate change in the number of shares in circulation, with the legal framework referenced from the Brazilian Corporation Law.

The proposal also includes amending and consolidating the bylaws to reflect the new capital value and formally empowering management to implement the decisions. The actual impact on shareholders will depend on how the return of funds is executed once approved, and on further details contained in the supporting documents made available on the company’s and regulators’ websites.

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 January, 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

CNPJ No. 02.558.157/0001-62 – NIRE 35.3.0015881-4

Extraordinary Shareholders’ Meeting

Call Notice

The Shareholders of Telefônica Brasil S.A. (“Company”) are hereby called to attend the Extraordinary Shareholders’ Meeting (“Meeting”) to be held in person at 2:00 p.m. on March 12, 2026, at the Company’s headquarters, located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Cidade Monções, São Paulo, State of São Paulo, to resolve on the following items of the agenda:

(1) To resolve on the reduction of the Company’s capital stock, in the amount of R$4,000,000,000.00 (four billion reais), without cancelling shares, through the return of funds to shareholders, pursuant to Article 173 of Law No. 6,404, dated December 15, 1976 (“Brazilian Corporation Law”);

(2) To amend Article 5, caput, of the Company’s Bylaws to reflect the new value of its capital stock resulting from the proposal described in item 1 above;

(3) To consolidate the Company’s Bylaws to reflect the amendment proposed in item 2 above; and

(4) To authorize the Company’s management to perform all necessary actions to implement the resolutions above.

Pursuant to Article 5, paragraph 4, of CVM Resolution No. 81, dated March 29, 2022, the Company clarifies that the Meeting will be held in person, as this is the practice adopted by the Company in its meetings, which have had a significant quorum of shareholder participation, without prejudice to the possibility of participation by means of remote voting ballot.

The remote voting ballot for the Meeting is available on the Company’s website (ri.telefonica.com.br/en/), the Brazilian Securities and Exchange Commission (CVM) website (www.gov.br/cvm/en), the B3 S.A. – Brasil, Bolsa, Balcão website (www.b3.com.br/en_us/), and the Ten Meetings platform (https://assembleia.ten.com.br/136678281).

 

General Instructions:

(i) According to Article 10 of the Company’s Bylaws, only shareholders whose shares are registered in their name in the records of the bookkeeping institution up to 72 (seventy-two) hours before the date set for the Meeting may participate and vote.

(ii) Shareholders wishing to participate in the Meeting in person or via remote voting ballot must present the following documentation, also observing the guidelines described in item (iii) below:

Individuals

a) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the shareholder.

Legal Entities

a) Latest consolidated bylaws or articles of incorporation and corporate acts proving the legal representation powers of the legal entity shareholder; and

b) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the legal representative.

Investment Funds

a) Updated fund regulations and, if any, the fund’s voting policy proving the representation powers of the fund’s administrator or manager;

b) Latest consolidated bylaws or articles of incorporation of the administrator or manager, as applicable, and corporate acts proving the legal representation powers of the administrator or manager, as applicable; and

c) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the legal representative of the administrator or manager, as applicable.

Other Guidelines

Representation by Proxy

Pursuant to Article 126, §1, of the Brazilian Corporation Law, the shareholder may be represented, in person or by remote voting ballot, by a proxy duly appointed less than 1 (one) year before the date of the Meeting. In this case, in addition to the documents described above, the following documentation must be presented:

 

a) Power of attorney with specific powers, signed (i) in handwriting, with notarized signature, or (ii) electronically, using ICP-Brasil certification; and

b) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the proxy.

Individual shareholders may only be represented at the Meeting by a proxy who is a shareholder or officer of the Company, lawyer, or financial institution.

Documents Issued Abroad in a Foreign Language

Documents issued abroad in a foreign language must be notarized and apostilled or legalized (as applicable), translated into Portuguese, and registered, together with their sworn translations, at the Registry of Deeds and Documents.

(iii) The shareholder may participate in the Meeting in person or via remote voting ballot, observing the following procedures:

• In-person participation: If opting to participate in person, the shareholder must present the documentation described in item (ii) above and is responsible for the truthfulness and integrity of the documents presented.

To expedite and improve the efficiency of the Meeting, shareholders intending to participate in person may send, via the electronic address https://assembleia.ten.com.br/136678281, a copy of the documentation described in item (ii) above up to 72 (seventy-two) hours before the Meeting, i.e., by 2:00 p.m. on March 9, 2026.

For this purpose, the shareholder or their representative must access the Ten Meetings platform at https://assembleia.ten.com.br/136678281, register, and attach all necessary documents for participation in the Meeting accordingly to this Notice, being responsible for their truthfulness and integrity.

 

In case of incomplete documentation, the shareholder or their representative will receive an email informing the reason for rejection and must supplement it by accessing the same address indicated above.

If confirmation of accreditation is not received or if clarification is needed regarding access to the electronic platform or document upload, the shareholder or their representative should contact the Company at ir.br@telefonica.com.

• Remote Voting Ballot: Shareholders who choose to participate in the Meeting via remote voting ballot may send it (i) through their custodian agent (if such service is provided), the central depository, or the Company’s bookkeeper, depending on whether their shares are deposited with the central depository or not; or (ii) directly to the Company, following the instructions in this Notice and the remote voting ballot itself.

Sending the remote voting ballot to service providers must follow the procedures determined by each provider.

If opting to send the remote voting ballot directly to the Company, the shareholder or their representative must complete, sign, and submit the remote voting ballot exclusively through the “Ten Meetings” platform available at https://assembleia.ten.com.br/136678281, accompanied by the documentation indicated in item (ii) above, at least 4 (four) days before the date of the Meeting, i.e., by March 8, 2026 (inclusive), with each shareholder being responsible for the truthfulness and integrity of the documents presented. Remote voting ballots sent to the Company by postal mail or email will not be accepted.

(iv) All documents related to the Meeting’s agenda are available to shareholders at the Company’s headquarters and may also be consulted on the websites of the Brazilian Securities and Exchange Commission (CVM) (www.gov.br/cvm/en), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br/en_us/), and the Company (ri.telefonica.com.br/en/), in accordance with the provisions of the Brazilian Corporation Law.

São Paulo, January 26, 2026.

Eduardo Navarro de Carvalho

Chairman of the Board of Directors

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:	January 26, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What is Telefônica Brasil (VIV) asking shareholders to approve in this 6-K?

Telefônica Brasil is calling an Extraordinary Shareholders’ Meeting to vote on a reduction of its capital stock by R$4,000,000,000.00 through a return of funds to shareholders, along with related bylaw amendments and authorization for management to implement the resolutions.

How will the proposed capital reduction at Telefônica Brasil (VIV) be carried out?

The proposal is to reduce capital by R$4,000,000,000.00 without cancelling shares, with the amount returned to shareholders in accordance with Article 173 of the Brazilian Corporation Law.

When and where is Telefônica Brasil’s Extraordinary Shareholders’ Meeting scheduled?

The Extraordinary Shareholders’ Meeting is scheduled for 2:00 p.m. on March 12, 2026, at Telefônica Brasil’s headquarters on Avenida Engenheiro Luiz Carlos Berrini, 1,376, in São Paulo, Brazil.

Can Telefônica Brasil (VIV) shareholders vote remotely on the capital reduction?

Yes. Shareholders may vote via a remote voting ballot available on the company’s, CVM’s, B3’s, and Ten Meetings’ websites, provided they submit the completed ballot and required documentation through the Ten Meetings platform by March 8, 2026.

Who is eligible to participate and vote at Telefônica Brasil’s Extraordinary Shareholders’ Meeting?

Under the bylaws, only shareholders whose shares are registered in their name in the bookkeeping institution up to 72 hours before the meeting date may participate and vote, either in person or via remote voting ballot.

How can Telefônica Brasil (VIV) shareholders be represented by proxy at the meeting?

Shareholders may appoint a proxy with a power of attorney executed within one year before the meeting, with specific powers and proper notarization or ICP-Brasil certification, and the proxy must present identity and tax registration documents in line with Brazilian law and the company’s guidelines.