Telefônica Brasil (VIV) calls EGM on Fibrasil acquisition ratification and treasury share cancellation

Rhea-AI Filing Summary

Telefônica Brasil S.A. is calling an Extraordinary Shareholders’ Meeting for January 9, 2026 in São Paulo to vote on several corporate matters. The key item is ratifying the acquisition of 24.99% of Fibrasil Infraestrutura e Fibra Ótica S.A. shares and 1 subscription bonus from CDPQ and 25.01% of Fibrasil shares and 1 subscription bonus from Fibre Brasil Participações S.A., under a share purchase agreement signed on July 10, 2025.

Shareholders will also vote on approving the appraisal report prepared by Deloitte Touche Tohmatsu, ratifying management’s actions to implement the transaction, and amending the Company’s bylaws. Proposed bylaw changes include updating the corporate purpose and adjusting share capital wording to reflect the cancellation of 34,740,770 treasury common shares, followed by full bylaw consolidation. The meeting will be held in person, with the option to vote via remote ballot through the Ten Meetings platform, subject to the detailed accreditation and documentation rules described.

Insights

Equity analyst – LatAm telecom & corporate governance

Telefônica Brasil seeks shareholder ratification of a Fibrasil stake buy and bylaw tweaks.

The agenda centers on confirming Telefônica Brasil’s acquisition of two Fibrasil stakes, totaling 24.99% from CDPQ and 25.01% from Fibre Brasil Participações S.A., plus related subscription bonuses. This formal ratification under Brazilian corporate law, together with approval of an appraisal report by Deloitte Touche Tohmatsu, aligns the transaction with minority protection rules for relevant share purchases.

The company also proposes bylaw amendments to update its corporate purpose and to restate share capital after cancelling 34,740,770 treasury common shares, already approved by the board in July 2025. These steps mainly standardize governance documents rather than signaling new financial guidance. The use of an in-person meeting on January 9, 2026 with remote voting via the Ten Meetings platform shows continued reliance on traditional assemblies complemented by digital participation options.

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 November, 2025

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

Extraordinary Shareholders’ Meeting

Call Notice

The Shareholders of Telefônica Brasil S.A. (“Company”) are hereby called to attend the Extraordinary Shareholders’ Meeting (“Meeting”) to be held in person at 2:00 p.m. on January 9, 2026, at the Company’s headquarters, located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Cidade Monções, São Paulo, State of São Paulo, to resolve on the following items of the agenda:

(1) to ratify, pursuant to Article 256, §1, of Law No. 6,404/76 (“Brazilian Corporation Law”), the acquisition of (i) 24.99% (twenty-four point ninety-nine percent) of the shares and 1 (one) subscription bonus issued by Fibrasil Infraestrutura e Fibra Ótica S.A., a privately held corporation registered under CNPJ No. 36.619.747/0001-70 (“Target Company” or “Fibrasil”), previously held by Caisse de dépôt et placement du Québec (“CDPQ”), and (ii) 25.01% (twenty-five point zero one percent) of the shares and 1 (one) subscription bonus issued by the Target Company, previously held by Fibre Brasil Participações S.A. (“Fibre”), under the terms of the Share Purchase Agreement signed on July 10, 2025, between, on one side, CDPQ and Fibre as sellers, and on the other, the Company as buyer, with the intervention and consent of Telefónica Infra, S.L. Unipersonal (“T.Infra”) and Fibrasil (“Agreement” and “Transaction”, respectively);

(2) to ratify the appointment and hiring of the independent specialized firm Deloitte Touche Tohmatsu Consultores Ltda., a limited liability company headquartered in São Paulo, State of São Paulo, at Av. Dr. Chucri Zaidan, No. 1240, 4th to 12th floor – Golden Tower, ZIP Code 04711-130, registered under CNPJ No. 02.189.924/0001-03 (“Appraiser”), by the Company’s management, to prepare the appraisal report of the Target Company as provided for in Article 256, §1, of the Brazilian Corporation Law (“Appraisal Report”);

(3) to approve the Appraisal Report prepared by the Appraiser;

(4) to authorize and ratify the actions taken by the Company’s management to carry out the Transaction;

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(5) to amend Article 2 of the Company’s Bylaws, which addresses the corporate purpose;

(6) to amend the caput of Article 5 of the Company’s Bylaws, which addresses the share capital, to reflect the new number of shares into which the Company’s share capital is divided as a result of the cancellation of 34,740,770 (thirty-four million, seven hundred forty thousand, seven hundred seventy) common shares issued by the Company, held in treasury, as approved by the Company’s Board of Directors at a meeting held on July 24, 2025; and

(7) to consolidate the Company’s Bylaws to reflect the amendments mentioned in items (5) and (6).

Pursuant to Article 5, §4, of CVM Resolution No. 81, dated March 29, 2022, the Company clarifies that the Meeting will be held in person, as this is the practice adopted by the Company in its meetings, always with a significant quorum of shareholder participation, without prejudice to the possibility of participation by means of remote voting ballot.

The remote voting ballot for the Meeting is available on the Company’s website (ri.telefonica.com.br/en/), the Brazilian Securities and Exchange Commission (CVM) website (www.gov.br/cvm/en), the B3 S.A. – Brasil, Bolsa, Balcão website (www.b3.com.br/en_us/), and the Ten Meetings platform (https://assembleia.ten.com.br/304969924).

General Instructions:

(i) According to Article 10 and subsequent paragraphs of the Company’s Bylaws, only shareholders whose shares are registered in their name in the records of the bookkeeping institution up to 72 (seventy-two) hours before the date set for the Meeting may participate and vote.

(ii) Shareholders wishing to participate in the Meeting in person or via remote voting ballot must present the following documentation, also observing the guidelines described in item (iii) below:

Individuals

a) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the shareholder.

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Legal Entities

a) Latest consolidated bylaws or articles of incorporation and corporate acts proving the legal representation powers of the legal entity shareholder; and

b) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the legal representative.

Investment Funds

a) Updated fund regulations and, if any, the fund’s voting policy proving the representation powers of the fund’s administrator or manager;

b) Latest consolidated bylaws or articles of incorporation of the administrator or manager, as applicable, and corporate acts proving the legal representation powers of the administrator or manager, as applicable; and

c) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the legal representative of the administrator or manager, as applicable.

Other Guidelines

Representation by Proxy

Pursuant to Article 126, §1, of the Brazilian Corporation Law, the shareholder may be represented, in person or by remote voting ballot, by a proxy duly appointed less than 1 (one) year before the date of the Meeting. In this case, in addition to the documents described above, the following documentation must be presented:

a) Power of attorney with specific powers, signed (i) in handwriting, with notarized signature, or (ii) electronically, using ICP-Brasil certification; and

b) Identity document and proof of registration with the Individual Taxpayer Registry (CPF) of the proxy.

Individual shareholders may only be represented at the Meeting by a proxy who is a shareholder or officer of the Company, lawyer, or financial institution.

Documents Issued Abroad in a Foreign Language

Documents issued abroad in a foreign language must be notarized and apostilled or legalized (as applicable), translated into Portuguese, and registered, together with their sworn translations, at the Registry of Deeds and Documents.

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(iii) The shareholder may participate in the Meeting in person or via remote voting ballot, observing the following procedures:

• In-person participation: If opting to participate in person, the shareholder must present the documentation described in item (ii) above and is responsible for the truthfulness and integrity of the documents presented.

To expedite and improve the efficiency of the Meeting, shareholders intending to participate in person may send, via the electronic address https://assembleia.ten.com.br/304969924, a copy of the documentation described in item (ii) above up to 72 (seventy-two) hours before the Meeting, i.e., by 2:00 p.m. on January 6, 2026.

For this purpose, the shareholder or their representative must access the Ten Meetings platform at https://assembleia.ten.com.br/304969924, register, and attach all necessary documents for participation in the Meeting accordingly to this Notice, being responsible for their truthfulness and integrity.

In case of incomplete documentation, the shareholder or their representative will receive an email informing the reason for rejection and must supplement it by accessing the same address indicated above.

If confirmation of accreditation is not received or if clarification is needed regarding access to the electronic platform or document upload, the shareholder or their representative should contact the Company at ir.br@telefonica.com.

• Remote Voting Ballot: Shareholders who choose to participate in the Meeting via remote voting ballot may send it (i) through their custodian agent (if such service is provided), the central depository, or the Company’s bookkeeper, depending on whether their shares are deposited with the central depository or not; or (ii) directly to the Company, following the instructions in this Notice and the remote voting ballot itself.

Sending the remote voting ballot to service providers must follow the procedures determined by each provider.

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If opting to send the remote voting ballot directly to the Company, the shareholder or their representative must complete, sign, and submit the remote voting ballot exclusively through the “Ten Meetings” platform available at https://assembleia.ten.com.br/304969924, accompanied by the documentation indicated in item (ii) above, at least 4 (four) days before the date of the Meeting, i.e., by January 5, 2026 (inclusive), with each shareholder being responsible for the truthfulness and integrity of the documents presented. Remote voting ballots sent to the Company by postal mail or email will not be accepted.

(iv) All documents related to the Meeting’s agenda are available to shareholders at the Company’s headquarters and may also be consulted on the websites of the Brazilian Securities and Exchange Commission (CVM) (www.gov.br/cvm/en), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br/en_us/), and the Company (ri.telefonica.com.br/en/), in accordance with the provisions of the Brazilian Corporation Law.

São Paulo, November 27, 2025.

Eduardo Navarro de Carvalho

Chairman of the Board of Directors

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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:	November 27, 2025		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What is Telefônica Brasil (VIV) asking shareholders to approve at the January 9, 2026 meeting?

The meeting will vote on ratifying the acquisition of Fibrasil stakes from CDPQ and Fibre, approving Deloitte’s appraisal report, ratifying management’s actions, and amending and consolidating the bylaws, including updates to the corporate purpose and share capital wording.

What Fibrasil ownership is being ratified by Telefônica Brasil (VIV)?

Shareholders are being asked to ratify the acquisition of 24.99% of Fibrasil shares and 1 subscription bonus from CDPQ and 25.01% of Fibrasil shares and 1 subscription bonus from Fibre Brasil Participações S.A., under a share purchase agreement dated July 10, 2025.

How will Telefônica Brasil’s (VIV) share capital wording change in the bylaws?

The caput of Article 5 of the bylaws will be amended to reflect the new number of shares after the cancellation of 34,740,770 common shares held in treasury, as approved by the board on July 24, 2025.

Can Telefônica Brasil (VIV) shareholders vote remotely at the Extraordinary Shareholders’ Meeting?

Yes. Shareholders may vote via remote voting ballot using the Ten Meetings platform at https://assembleia.ten.com.br/304969924, following the documentation and deadline requirements described in the call notice.

Who prepared the appraisal report for the Fibrasil transaction for Telefônica Brasil (VIV)?

The appraisal report of Fibrasil was prepared by the independent specialized firm Deloitte Touche Tohmatsu Consultores Ltda., whose appointment and report are both subject to shareholder ratification and approval.

What are the main participation requirements for Telefônica Brasil (VIV) shareholders at the meeting?

Only shareholders with shares registered in their name up to 72 hours before the meeting may participate and vote. They must provide identification and, for legal entities and funds, corporate and representation documents, with additional rules for proxies and documents issued abroad.