Telefônica Brasil okays R$4B capital reduction payout
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.
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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
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.
FAQ
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What capital reduction did Telefônica Brasil (VIV) approve in this 6-K?
On what date will Telefônica Brasil (VIV) pay the capital reimbursement?
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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:
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Form 20-F |
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Form 40-F |
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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):
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Yes |
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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):
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Yes |
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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.
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TELEFÔNICA BRASIL S.A. | |||
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Date: |
March 12, 2026 |
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By: |
/s/ João Pedro Carneiro | |
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Name: |
João Pedro Carneiro |
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Title: |
Investor Relations Director |