Telefônica Brasil (NYSE: VIV) details 2026 IoC payouts and capital return

Rhea-AI Filing Summary

Telefônica Brasil is scheduling cash distributions to shareholders from previously declared interest on capital and a proposed capital reduction. The company will pay interest on capital declared across the 2nd, 3rd and 4th quarters of 2025 totaling R$2,990,000,000, with per share amounts adding up to a gross R$0.92998912968 and net R$0.79049076023, all payable on April 14, 2026. These interest payments will be credited to shareholders of record on the specific 2025 reference dates listed for each declaration and will be imputed to the mandatory minimum dividend for the 2025 fiscal year, subject to approval at the ordinary shareholders’ meeting.

The company also plans a capital stock reduction of R$4,000,000,000, equivalent to R$1.25171862845 per share, to be voted on at an extraordinary shareholders’ meeting on March 12, 2026. If approved, the reduction becomes effective after a 60-day legal period and is expected to be paid on July 14, 2026 in a single installment to shareholders based on the shareholding position at the end of May 22, 2026, adjusted for the ongoing share buyback program.

Insights

Equity income and capital-structure analyst

Telefônica Brasil lines up sizable 2026 cash returns via 2025 IoC and a proposed capital reduction.

Telefônica Brasil outlines two main cash flows to shareholders. First, it consolidates interest on capital declarations from 2025 into a single payment on April 14, 2026, totaling R$2.99 billion. These amounts are earmarked to satisfy the mandatory minimum dividend for the 2025 fiscal year, pending ordinary meeting approval.

Second, the board proposes a capital reduction of R$4.0 billion, or R$1.25171862845 per share, subject to approval at the March 12, 2026 extraordinary meeting and a 60‑day statutory waiting period. The final per‑share amount may change because of the share buyback program, which affects the share base assessed on May 22, 2026.

If approved, the capital reduction would be paid on July 14, 2026 in a single installment, using the verified shareholding position as of May 22, 2026. Actual effects on individual investors will also depend on tax treatment, for which the company plans to provide guidance for non‑resident holders, while Brazilian residents are directed to determine treatment with their own advisors.

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 February, 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 35.3.001.5881-4

NOTICE TO SHAREHOLDERS

DATES OF PAYMENT OF INTEREST ON CAPITAL DECLARED IN THE 2nd, 3rd and 4th QUARTERS OF 2025, AND OF THE RESOURCES RESTULTING FROM THE CAPITAL STOCK REDUCTION TO BE DECLARED AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING ON MARCH 12, 2026

Telefônica Brasil S.A. (“Company”) informs its Shareholders that the Company’s Executive Board has decided to set the payment date for the interest on capital (“IoC”) declared in the 2^nd, 3^rd and 4^th quarters of 2025 at meetings of the Board of Directors held on April 1, 2025; May 12, 2025; June 12, 2025; July 14, 2025; August 14, 2025; September 11, 2025; October 14, 2025; November 13, 2025; and December 16, 2025, as well as the resources resulting from the Capital Stock Reduction to be declared at the Extraordinary Shareholders’ Meeting (“ESM”), to be held on March 12, 2026 (“Capital Reduction”), as detailed below:

Event	Declaration Date	Shareholding Position	Gross Amount (R$)	Gross Amount per Share (R$)	Net Amount per Share (R$)	Date of Payment
IoC¹	04/01/2025	04/11/2025	240,000,000	0.07407216393	0.06296133934	04/14/2026
IoC	05/12/2025	05/22/2025	500,000,000	0.15431700818	0.13116945695	04/14/2026
IoC	06/12/2025	06/23/2025	200,000,000	0.06193311167	0.05264314492	04/14/2026
IoC	07/14/2025	07/25/2025	330,000,000	0.10253443523	0.08715426995	04/14/2026
IoC	08/14/2025	08/25/2025	250,000,000	0.07793317353	0.06624319750	04/14/2026
IoC	09/11/2025	09/22/2025	400,000,000	0.12480636869	0.10608541339	04/14/2026
IoC	10/14/2025	10/27/2025	380,000,000	0.11856605026	0.10078114272	04/14/2026
IoC	11/13/2025	11/24/2025	340,000,000	0.10630143820	0.09035622247	04/14/2026
IoC	12/16/2025	12/29/2025	350,000,000	0.10952537999	0.09309657299	04/14/2026
Total¹			2,990,000,000	0.92998912968	0.79049076023

IoC:

¹ The amount per share declared on April 1, 2025, was recalculated and is being presented considering the effects of the Company’s reverse stock split and forward stock split operation carried out on April 15, 2025.

As provided for in Article 26 of the Company’s Bylaws, the net amount of said IoC will be imputed to the mandatory minimum dividend for the fiscal year ended December 31, 2025, ad referendum of the Ordinary Shareholders’ Meeting to be held on April 16, 2026.

The IoC not claimed within a period of 03 (three) years from the payment date will prescribe and revert to the Company, pursuant to Law No. 6,404, of December 15, 1976, Article 287, Item II, item “a”.

Capital Reduction:

Event	Approval Date	Total Amount of Reduction (R$)	Amount per Share (R$)	Date of Payment
Resources resulting from the Capital Reduction	03/12/2026	4,000,000,000	1.25171862845	07/14/2026

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62 - NIRE 35.3.001.5881-4

The Company informs that the Capital Reduction is subjected to the approval by shareholders at ESM, to be held on March 12, 2026, and, if approved, it will become effective after the 60-day period, beginning on the publication of the ESM minutes, as provided for in Article 174 of Law No. 6,404/1976.

Due to the Company’s Share Buyback Program, the amount per share specified in the Capital Reduction table above may change considering the Company’s shareholding base to be verified on May 22, 2026. Thus, the shareholding position considered for receiving the resources resulting from the Capital Reduction will be based on the Company’s records at the end of May 22, 2026, and, after this date, the shares issued by the Company will be traded ex-reimbursement rights.

If the Capital Reduction is approved at the ESM, the resources will be paid in a single instalment, individually to each shareholder, based on the respective shareholding position in the Company’s capital.

The Company will, in due course, disclose the documents and procedures required from non-resident shareholders for tax purposes, including any potential withholding income tax on capital gains resulting from the Capital Reduction. Regarding investors resident in Brazil, the appropriate tax treatment must be identified directly by the respective shareholders and advisors.

The payment of the IoC and the resources resulting from the Capital Reduction to shareholders who have a banking option in the shareholder register with Banco Bradesco S.A. will be made directly into the indicated accounts. For shareholders with shares in Fiduciary Custody of the Stock Exchanges, payment will be made through Brokerage Firms. The other shareholders must go to any branch of Banco Bradesco S.A., carrying their identification documents.

São Paulo, February 23, 2026.

David Melcon Sanchez-Friera

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:	February 23, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What interest on capital will Telefônica Brasil (VIV) pay in 2026?

Telefônica Brasil plans to pay interest on capital totaling R$2,990,000,000 on April 14, 2026. These amounts relate to nine IoC declarations made in 2025 and together correspond to R$0.92998912968 gross and R$0.79049076023 net per share.

When are Telefônica Brasil (VIV) shareholders eligible for the 2025 interest on capital?

Eligibility for each interest on capital tranche depends on being a shareholder on the specific 2025 record dates. These dates range from April 11, 2025 through December 29, 2025, as listed for each declaration, and all eligible amounts will be paid together on April 14, 2026.

What are the key terms of Telefônica Brasil’s proposed capital reduction?

The company proposes a capital reduction of R$4,000,000,000, or R$1.25171862845 per share. It is subject to approval at the March 12, 2026 extraordinary shareholders’ meeting and becomes effective after a 60‑day legal period following publication of the meeting minutes.

How will Telefônica Brasil determine who receives the capital reduction payment?

The capital reduction will be paid to shareholders based on the shareholding position at the end of May 22, 2026. Because of the company’s share buyback program, the final per‑share amount may change depending on the number of shares outstanding on that date.

When will Telefônica Brasil pay the proceeds from the capital reduction?

If the capital reduction is approved, Telefônica Brasil will pay the related resources in a single installment on July 14, 2026. Each shareholder will receive an amount calculated from their shareholding position on May 22, 2026, as recorded in the company’s shareholder register.

How will Telefônica Brasil (VIV) handle tax aspects of the capital reduction?

For non‑resident investors, the company will later disclose documents and procedures for tax purposes, including any applicable withholding on capital gains. Brazilian resident investors must identify the appropriate tax treatment directly with their own advisors, based on current legislation.

How will Telefônica Brasil distribute IoC and capital reduction funds to shareholders?

Shareholders with banking details registered at Banco Bradesco will receive funds directly into their accounts. Investors whose shares are held in fiduciary custody will be paid through brokerage firms, while others must visit a Banco Bradesco branch with identification documents to receive payment.