Telefônica Brasil (VIV) amends cash incentive plan and appoints new governance committee member

Rhea-AI Filing Summary

Telefônica Brasil S.A. reported that its Board of Directors met and approved governance and compensation updates. The Board unanimously approved amendments to the 2nd Performance Unit Incentive Plan, which is settled in cash, following a recommendation from the Nomination, Compensation and Corporate Governance Committee.

The Board also approved the appointment of Denise Soares dos Santos to the Company’s Nomination, Compensation and Corporate Governance Committee, replacing Francisco Javier de Paz Mancho. Her term on the committee will match her Board mandate, running until the Annual Shareholders’ Meeting scheduled to be held in 2028.

Key Terms

2nd Performance Unit Incentive Plan, cash settlement, Nomination, Compensation and Corporate Governance Committee, Board of Directors, +1 more

5 terms

2nd Performance Unit Incentive Plan financial

"amendments to the 2nd Performance Unit Incentive Plan, with Cash Settlement by the Company"

cash settlement financial

"2nd Performance Unit Incentive Plan, with Cash Settlement by the Company"

Cash settlement is a process where, instead of exchanging physical assets like stocks or commodities, the parties involved settle the difference in value with money after a contract ends. For investors, it simplifies transactions by avoiding the need to handle or deliver the actual asset, making it quicker and more convenient to complete trades. This method ensures a straightforward way to settle agreements based on their final value.

Nomination, Compensation and Corporate Governance Committee financial

"the Company’s Nomination, Compensation and Corporate Governance Committee, was unanimously approved"

Board of Directors financial

"MINUTES OF THE 524th MEETING OF THE BOARD OF DIRECTORS TELEFÔNICA BRASIL S.A."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Annual Shareholders’ Meeting financial

"until the date of the Company’s Annual Shareholders’ Meeting to be held in 2028"

A company's annual shareholders’ meeting is a yearly gathering where owners of the company review performance, vote on key decisions (like electing the board or approving executive pay), and ask management questions. Investors care because it’s the main forum to influence how the company is run and to get direct updates—think of it as a town hall where owners judge leaders and set the rules that affect the value of their investment.

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

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 524th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A., HELD ON MAY 07, 2026

1. DATE, TIME AND VENUE: On May 07, 2026, at 01:10 p.m., at the headquarter of Telefônica Brasil S.A. (“Company”), located at Avenida Engenheiro Luiz Carlos Berrini, 1376, 32^nd floor, Viva Tudo room, Cidade Monções, city of São Paulo, state of São Paulo.

2. CALL NOTICE AND ATTENDANCE: The call was made in accordance with the Bylaws of the Company. The members of the Board of Directors who subscribe to these minutes were present, establishing quorum under the terms of the Bylaws to install the meeting. Board member Ms. Andrea Capelo Pinheiro was represented by the Chairman of the Board, Mr. Eduardo Navarro de Carvalho, by voting delegation. Also present were the Chief Operating Officer, Mr. Alex Martins Salgado; the VP of Strategy and Regulatory Affairs, Mr. Ricardo Guillermo Hobbs; the Chief Financial and Investor Relations Officer, Mr. Rodrigo Rossi Monari; the General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, acting as Secretary of the Meeting; and individually designated presenters for the agenda items listed below, whose participation was limited to the discussion of the corresponding matters.

3. PRESIDING BOARD: Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Breno Rodrigo Pacheco de Oliveira – Meeting Secretary.

4. AGENDA AND RESOLUTIONS: After examining and discussing the matters on the Agenda, the present members of the Board of Directors unanimously resolved as follows:

4.1. Approval of certain amendments to the 2^nd Performance Unit Incentive Plans, with Cash Settlement: after the approval and recommendation of the Nominations, Compensation, and Corporate Governance Committee, the Vice-President of People, Mr. Fernando Luciano Pereira, presented the proposal to certain amendments to the 2^nd Performance Unit Incentive Plan, with Cash Settlement by the Company, approved by the Board of Directors on June 12, 2024, and subsequently amended on February 20, 2025, to include Annex III and make minor adjustments throughout the document which was unanimously approved without reservations, as per the document presented.  

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 524th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A., HELD ON MAY 07, 2026

4.2. Election of Company’s Nomination, Compensation and Corporate Governance Committee: The appointment of Ms. Denise Soares dos Santos, a Brazilian citizen, married, electrical engineer, holder of identity card RG No. 17.004.524-9 issued by SSP/SP, enrolled with the CPF under No. 147.428.088-94, resident and domiciled in the city and state of São Paulo, with professional address at Avenida Engenheiro Luiz Carlos Berrini, No. 1376, São Paulo, State of São Paulo, ZIP Code 04571-936, to serve on the Company’s Nomination, Compensation and Corporate Governance Committee, was unanimously approved by the members present at the Meeting, replacing Mr. Francisco Javier de Paz Mancho in such position. The term of office as a member of the aforementioned Committee shall coincide with the term of office as a member of the Company’s Board of Directors, that is, until the date of the Company’s Annual Shareholders’ Meeting to be held in 2028.

As a result of the appointment of Ms. Denise Soares dos Santos, the Nomination, Compensation and Corporate Governance Committee shall henceforth be composed of the following members, all serving terms until the date of the Company’s Annual Shareholders’ Meeting to be held in 2028:

(i) Eduardo Navarro de Carvalho – Chair of the Committee;

(ii) Denise Soares dos Santos – Committee Member;

(iii) Marc Xirau Trias – Committee Member.

5. CLOSING: There being no further matters to discuss, the Chairman of the Board of Directors declared the meeting adjourned, and these minutes were drawn up. São Paulo, May 7, 2026. Signature: (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Andrea Capelo Pinheiro (represented by Mr. Eduardo Navarro de Carvalho through voting delegation); Cesar Mascaraque Alonso; Christian Mauad Gebara; Cristina Presz Palmaka de Luca; Denise Soares dos Santos; Gregorio Martínez Garrido; Ignácio Maria Moreno Martínez; Jordi Gual Solé; Marc Xirau Trias; María Cristina Rotondo Urcola and Solange Sobral Targa. Meeting Secretary: Breno Rodrigo Pacheco de Oliveira.

I hereby certify that these minutes are a faithful copy of the minutes of the 524th Meeting of the Board of Directors of Telefônica Brasil S.A., held on May 7, 2026, drawn up in the Company’s book. This is a free English translation.

______________________________________

Breno Rodrigo Pacheco de Oliveira

Meeting Secretary

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 11, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What did Telefônica Brasil S.A. (VIV) disclose in this Form 6-K?

Telefônica Brasil S.A. disclosed Board of Directors decisions approving amendments to its 2nd Performance Unit Incentive Plan with cash settlement and changing the composition of the Nomination, Compensation and Corporate Governance Committee, including appointing Denise Soares dos Santos to replace Francisco Javier de Paz Mancho.

How did Telefônica Brasil (VIV) change its Performance Unit Incentive Plan?

The Board approved certain amendments to the 2nd Performance Unit Incentive Plan with cash settlement. These changes include the inclusion of Annex III and minor adjustments throughout the document, following prior approval and recommendation by the company’s Nomination, Compensation and Corporate Governance Committee.

Who joined Telefônica Brasil’s Nomination, Compensation and Corporate Governance Committee?

The Board appointed Denise Soares dos Santos to serve on Telefônica Brasil’s Nomination, Compensation and Corporate Governance Committee, replacing Francisco Javier de Paz Mancho. Her committee term coincides with her Board term, ending at the Annual Shareholders’ Meeting scheduled to be held in 2028.

What is the term of office for Telefônica Brasil’s new committee member?

Denise Soares dos Santos will serve on the Nomination, Compensation and Corporate Governance Committee until the date of Telefônica Brasil’s Annual Shareholders’ Meeting to be held in 2028, aligning her committee tenure with her ongoing mandate as a member of the Board of Directors.

Was Telefônica Brasil’s Board unanimous on the plan amendments and committee change?

Yes. The minutes state that the members of Telefônica Brasil’s Board of Directors present unanimously approved the amendments to the 2nd Performance Unit Incentive Plan with cash settlement and unanimously approved the appointment of Denise Soares dos Santos to the Nomination, Compensation and Corporate Governance Committee.