Telefônica Brasil (NYSE: VIV) to return R$4B via capital reduction

Rhea-AI Filing Summary

Telefônica Brasil S.A. approved a reduction of its capital stock by R$4,000,000,000.00, returning cash to shareholders without canceling shares or changing ownership percentages. Capital stock will move from R$60,071,415,865.09 to R$56,071,415,865.09.

Shareholders will receive R$1.25171862845 per common share, based on 3,195,606,352 shares outstanding excluding 30,940,270 treasury shares as of December 31, 2025. This per-share amount may be adjusted according to the share base on May 22, 2026, after which shares will trade ex-reimbursement rights.

The reimbursement will be paid in a single installment on July 14, 2026, in local currency, proportionally to each shareholder’s stake. The reduction becomes effective 60 days after publication of the EGM minutes, and the company will later clarify tax procedures for non-resident shareholders.

Insights

Equity & capital structure analyst

Telefônica Brasil is returning R$4B of capital in cash while keeping ownership structure unchanged.

Telefônica Brasil is reducing its capital stock by R$4,000,000,000.00, from R$60,071,415,865.09 to R$56,071,415,865.09, via a cash reimbursement instead of canceling shares. This preserves the number of shares and each holder’s percentage stake.

The stated reimbursement is R$1.25171862845 per common share, calculated on 3,195,606,352 shares excluding treasury stock as of December 31, 2025. The amount can be adjusted based on the share base on May 22, 2026, indicating the final payout per share may differ slightly.

Payment is scheduled in a single installment on July 14, 2026, after the legal 60-day period from the EGM minutes’ publication. Non-resident holders face potential Brazilian withholding income tax on capital gains, and the company plans further guidance, so tax treatment could be an important factor for these shareholders.

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 March, 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

Telefônica Brasil S.A. (“Company”) (B3: VIVT3; NYSE: VIV), in the form and for the purposes of Article 157, Paragraph 4, of Law No. 6,404/1976 (“Brazilian Corporation Law”) and CVM Resolution No. 44/2021, in continuity with the Material Fact disclosed on December 9, 2025, hereby informs its shareholders and the market in general that at the Company’s Extraordinary Shareholders’ Meeting held on this date (“ESM”), the shareholders approved the proposal for a reduction of the Company’s capital stock in the amount of R$4,000,000,000.00 (four billion reais), without the cancellation of shares and through the reimbursement of funds to shareholders, pursuant to Article 173 of the Brazilian Corporation Law, with no changes to the number of shares issued and to the shareholders’ participation in the Company’s capital stock (“Reduction”). As a result, the Company’s capital stock will be changed from R$ 60,071,415,865.09 to R$ 56,071,415,865.09.

Therefore, the Company informs that it will proceed with the restitution to the shareholders, in local currency, in the amount of R$1.25171862845 per common share issued by the Company, considering a total of 3,195,606,352 common shares into which its capital stock is divided, excluding the 30,940,270 shares held in treasury as of December 31, 2025. The per-share amount is calculated based on the shareholding position as of December 31, 2025 and, due to the Company’s Share Buyback Program, such amount may be adjusted in accordance with the Company’s shareholding base to be verified on May 22, 2026. After this date, the shares issued by the Company will be considered ex-reimbursement rights.

The resources resulting from the Reduction will be paid in a single installment on July 14, 2026, as defined by the Company’s Board of Officers, individually to each shareholder and in proportion to their respective participation in the Company's share capital, in accordance with the liquidation procedures established by B3 S.A. – Brasil, Bolsa, Balcão ("B3") and the bookkeeper institution of the Company's shares, as applicable.

The Reduction will become effective after 60 (sixty) days from the publication of the minutes of the EGM, as provided for in article 174 of the Corporation Law.

 

The Company will disclose, in due course, the documents and procedures to be delivered and observed by non-resident shareholders, for tax purposes, including with respect to any withholding income tax ("IRRF") on capital gains derived from the Reduction.

The Company will keep its shareholders and the market in general duly informed about the progress of the matter.

São Paulo, March 12, 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:	March 12, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What capital reduction did Telefônica Brasil (VIV) approve in this 6-K?

Telefônica Brasil approved a R$4,000,000,000.00 capital reduction. The company will reduce capital stock from R$60,071,415,865.09 to R$56,071,415,865.09 and return the difference in cash to shareholders, without canceling shares or altering their relative ownership percentages.

How much will Telefônica Brasil (VIV) pay per share in the capital reimbursement?

The indicated reimbursement is R$1.25171862845 per common share. This value is based on 3,195,606,352 common shares outstanding, excluding 30,940,270 treasury shares as of December 31, 2025, and may be adjusted after the shareholding base is checked on May 22, 2026.

When will Telefônica Brasil (VIV) shares trade ex-reimbursement rights?

Telefônica Brasil’s shares become ex-reimbursement rights after May 22, 2026. The per-share reimbursement amount can be adjusted according to the verified shareholding base on that date, and trades after then will not carry rights to the approved capital reimbursement.

On what date will Telefônica Brasil (VIV) pay the capital reimbursement?

The reimbursement is scheduled to be paid on July 14, 2026. Payment will be made in a single installment, in local currency, individually to each shareholder and proportionally to their participation, following procedures of B3 and the share bookkeeper institution.

Does Telefônica Brasil’s capital reduction change the number of shares outstanding?

No, the capital reduction does not cancel any shares. The company explicitly states the R$4,000,000,000.00 reduction occurs without share cancellation, so the number of issued shares and each shareholder’s participation percentage in the capital stock remain unchanged after the operation.

How will non-resident Telefônica Brasil (VIV) shareholders be treated for tax purposes?

Non-resident shareholders may face Brazilian withholding income tax on capital gains. The company plans to disclose specific documents and procedures for these investors, covering tax aspects, including any IRRF applicable to gains arising from the capital reduction reimbursement.