Telefônica Brasil (NYSE: VIV) plans merger of fiber unit Fibrasil

Rhea-AI Filing Summary

Telefônica Brasil S.A. approved the merger of its wholly-owned subsidiary Fibrasil Infraestrutura e Fibra Ótica S.A., folding Fibrasil’s business and assets into the parent company. Fibrasil’s shareholders’ equity of R$812,613,844.28 will be merged at book value, effective as of August 1, 2026, with Fibrasil dissolved and all assets, liabilities, rights, and obligations transferred to Telefônica Brasil.

Because Telefônica Brasil already owns 100% of Fibrasil, the transaction will not increase share capital, create new shares, or change the company’s ownership structure, and no share exchange ratio applies. Management states that the merger supports its fiber and infrastructure strategy by simplifying the corporate structure, speeding decisions, optimizing operations and administration, and reducing costs and ancillary obligations related to maintaining separate entities.

The Board of Directors has called an Extraordinary Shareholders’ Meeting for July 31, 2026 to deliberate on the merger, and related documents such as the Protocol and Justification and the Meeting Manual are available on the company’s investor relations channels and Brazilian market websites. Dissent rights do not apply because Telefônica Brasil is the sole shareholder of Fibrasil.

Key Figures

Fibrasil equity value: R$812,613,844.28 Merger effective date: August 1, 2026 Extraordinary Shareholders’ Meeting: July 31, 2026 +1 more

4 metrics

Fibrasil equity value R$812,613,844.28 Shareholders’ equity merged at book value into Telefônica Brasil

Merger effective date August 1, 2026 Effective date for Fibrasil’s merger into Telefônica Brasil

Extraordinary Shareholders’ Meeting July 31, 2026 Meeting called to deliberate on the merger

Fibrasil ownership 100% of shares Telefônica Brasil has held all Fibrasil share capital since May 18, 2026

Key Terms

wholly-owned subsidiary, universal succession, Extraordinary Shareholders’ Meeting, shareholders’ equity, +2 more

6 terms

wholly-owned subsidiary financial

"Fibrasil or “Acquired Company”), its wholly-owned subsidiary, with subsequent dissolution"

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.

universal succession legal

"its universal succession by the Company (“Merger”), under the “Protocol"

Extraordinary Shareholders’ Meeting regulatory

"call notice of the Company’s Extraordinary Shareholders’ Meeting to be held on July 31, 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.

shareholders’ equity financial

"Fibrasil’s shareholders’ equity, at its book value in the amount of"

Shareholders’ equity is the portion of a company’s assets that belongs to its owners after all debts and obligations are paid — essentially assets minus liabilities, like the cash left over if a business were sold and its debts settled. Investors use it as a basic measure of a company’s financial health and per-share book value, helping assess whether shares are fairly valued and how much of a cushion exists against losses.

right of withdrawal legal

"Applicability of the right of withdrawal and reimbursement amount"

CVM Resolution No. 78 regulatory

"CVM Resolution No. 78, dated March as of 29, 2022 (“RCVM 78”)"

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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 June, 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

MATERIAL FACT

Merger of Fibrasil Infraestrutura e Fibra Ótica S.A.

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 as of December 15, 1976 (“Brazilian Corporation Law”), CVM Resolution No. 44, dated August 23, 2021, and CVM Resolution No. 78, dated March as of 29, 2022 (“RCVM 78”), informs its shareholders and the market in general that its Board of Directors approved on the date hereof the proposed merger by the Company of Fibrasil Infraestrutura e Fibra Ótica S.A. (“Fibrasil” or “Acquired Company”), its wholly-owned subsidiary, with subsequent dissolution of the Acquired Company and its universal succession by the Company (“Merger”), under the “Protocol and Justification of Merger of Fibrasil Infraestrutura e Fibra Ótica S.A. into Telefônica Brasil S.A.”, entered into on the date hereof (“Protocol and Justification”), as well as the call notice of the Company’s Extraordinary Shareholders’ Meeting to be held on July 31, 2026, as the Meeting Manual and Management Proposal disclosed on the date hereof.

In compliance with article 3 of RCVM 78, the main terms and conditions of the Merger are the following:

1. Identification of the companies involved in the transaction and summary description of the activities performed by them

Telefônica Brasil S.A. - Acquiring Company. The Company is a publicly held corporation, with head office in the City of São Paulo, State of São Paulo, at Avenida Engenheiro Luis Carlos Berrini, nº 1.376, Cidade Monções, CEP 04.571-936, enrolled with CNPJ under No. 02.558.157/0001-62, with NIRE 35.3.0015881-4, registered before CVM as a category “A” publicly held company under code No. 01767-1, with common shares listed on B3 – Brasil, Bolsa, Balcão (“B3”) and on New York Stock Exchange – NYSE, through the trading of American Depositary Receipts (ADRs). The Company’s main corporate purpose is the provision of communication and telecommunication services, as well as the development of any and all activities necessary or useful to provide these services, including lease, sharing, and assignment of infrastructure.

Fibrasil Infraestrutura e Fibra Ótica S.A. - Acquired Company. Fibrasil is a privately held corporation, with head office in the City of São Paulo, State of São Paulo, at Alameda Santos, nº 647, 14º andar, conjunto 141, Cerqueira César, CEP 01.419-901, enrolled with CNPJ under No. 36.619.747/0001-70, with NIRE 35.300.550.439, and whose main corporate purpose is the provision of telecommunication services, including the provision of wholesale neutral fiber-optic network infrastructure. The Company has been holding the entire share capital of Fibrasil since May 18, 2026, as per the Communication to the Market published on said date.

2. Description and purpose of the transaction

The proposed transaction consists of merger into the Company, effective as of August 1, 2026, of Fibrasil’s shareholders’ equity, at its book value in the amount of eight hundred twelve million, six hundred thirteen thousand, eight hundred forty-four reais and twenty-eight cents (R$812,613,844.28), pursuant to article 227 of the Brazilian Corporation Law, upon the cancellation of the shares issued by Fibrasil and its consequent dissolution, pursuant to article 226, paragraph 1 of the Brazilian Corporation Law, and its succession by the Company, on a universal basis and without interruption, of all its assets and liabilities, rights and obligations, of any kind, whether or not equity related.

Considering that all shares issued by Fibrasil are fully held by the Company, the Merger shall not result in: (i) increase of 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.

The Merger is consistent with the Company’s strategy of optimizing the management of its telecommunication infrastructure assets and growth in the fiber market, promoting (i) simplification of the corporate structure; (ii) quicker decision-making process; (iii) operational and administrative optimization; and (iv) reduction of costs and ancillary obligations related to the maintenance of different entities.

3. Main benefits, costs, and risks of the transaction

The Merger shall promote (i) simplification of the corporate structure; (ii) quicker decision-making process; (iii) operational and administrative optimization; and (iv) reduction of costs and ancillary obligations related to the maintenance of different entities. Additionally, considering that Fibrasil is fully owned by the Company, the Merger does not involve relevant costs or additional risks to the Company.

4. Shares Exchange Ratio

Not applicable, since there are no minority shareholders in Fibrasil’s share capital and no new shares shall be issued by the Company.

5. Criteria to fix the exchange ratio

Not applicable, since there shall be no share exchange ratio.

6. Main assets and liabilities that will form each portion of the equity in the event of spin-off

Not applicable, as it is a merger transaction.

7. If the transaction has been or will be submitted to the approval of Brazilian or foreign authorities

The Merger is not subject to prior consent or prior or subsequent notice to Brazilian or foreign authorities.

8. In transactions involving parent companies, subsidiaries, or companies under common control, the share exchange ratio calculated according to article 264 of Law No. 6,404 of 1976

Not applicable, since Fibrasil is a wholly-owned subsidiary of the Company and there will be no share exchange ratio, as clarified in item 4 above.

9. Applicability of the right of withdrawal and reimbursement amount

Dissent and exercise of the shareholders’ right of dissent, as provided for in articles 136, IV, and 137, head provision of the Brazilian Corporation Law, shall not apply, since the Company is the sole shareholder of Fibrasil.

10. Other relevant information

In compliance with the regulations in force, the documents related to the Merger, including the Meeting Manual and Management Proposal and the Protocol and Justification are available to the shareholders at the Company’s head office and on the online pages of the Company (ri.telefonica.com.br), of CVM (www.gov.br/cvm), and of B3 (www.b3.com.br), and may be checked as set forth in the applicable regulations.

The Company’s managers shall keep its shareholders and the market in general informed regarding the progress of the Merger.

São Paulo, June 16, 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:	June 16, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

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

Telefônica Brasil approved the merger of its wholly-owned subsidiary Fibrasil into the parent company. Fibrasil will be dissolved, and all its assets, liabilities, rights, and obligations will pass to Telefônica Brasil through universal succession.

Will the Fibrasil merger change Telefônica Brasil (VIV) share capital or ownership?

The merger will not change share capital or ownership, as Telefônica Brasil already owns 100% of Fibrasil. No new shares will be issued, no share exchange ratio applies, and the company’s shareholding structure remains the same after the merger.

What is the book value of Fibrasil being merged into Telefônica Brasil (VIV)?

Fibrasil’s shareholders’ equity is being merged at book value of R$812,613,844.28. This amount reflects the subsidiary’s equity that will be integrated into Telefônica Brasil’s balance sheet as part of the internal reorganization.

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

The merger is planned to be effective as of August 1, 2026. Before that, an Extraordinary Shareholders’ Meeting on July 31, 2026 will deliberate on the merger based on the approved Protocol and Justification.

Why is Telefônica Brasil (VIV) merging Fibrasil into the parent company?

The merger aligns with Telefônica Brasil’s strategy to optimize telecommunication infrastructure and fiber operations. Management highlights simplification of the corporate structure, faster decision-making, operational and administrative optimization, and reduced costs and ancillary obligations from maintaining multiple entities.

Do Telefônica Brasil (VIV) shareholders have withdrawal or dissent rights in this merger?

Shareholder withdrawal and dissent rights do not apply in this merger. Fibrasil is a wholly-owned subsidiary, and Telefônica Brasil is its sole shareholder, so the usual dissent mechanisms under Brazilian corporate law are not triggered.