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Telefônica Brasil (NYSE: VIV) to own 100% of FiBrasil after R$458.7M deal

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Form Type
6-K

Rhea-AI Filing Summary

Telefônica Brasil S.A. approved a transaction to acquire the remaining 24.99% stake in FiBrasil Infraestrutura e Fibra Ótica S.A. held by Telefónica Infra, S.L. Unipersonal for R$ 458,719,774.51, payable in a single installment on execution of the Share Purchase Agreement.

After completion, Telefônica Brasil will own shares representing 100% of FiBrasil’s share capital. The company stated that the transaction is exempt from review by CADE and does not require prior approval from ANATEL, and the Board authorized officers to sign all necessary agreements and documents.

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Insights

Telefônica Brasil is consolidating full ownership of its fiber vehicle FiBrasil.

The Board of Directors approved a Share Purchase Agreement for Telefônica Brasil to buy the remaining 24.99% of FiBrasil from Telefónica Infra for R$ 458,719,774.51, in a single upfront payment at signing. This moves FiBrasil from shared ownership to a wholly owned structure.

Full ownership can simplify governance and strategic decision-making around fiber infrastructure, aligning FiBrasil completely with Telefônica Brasil’s priorities. The company notes that the deal is exempt from CADE approval and does not require prior ANATEL approval, which reduces regulatory uncertainty around closing compared with more complex telecom combinations.

Board members approved the terms and authorized officers to execute the SPA and related documents, indicating internal alignment on the transaction. Future disclosures in periodic reports can provide detail on FiBrasil’s financial contribution and how this outlay compares with the broader investment plan in Brazil’s fiber network.

Purchase price for FiBrasil stake R$ 458,719,774.51 Single installment paid at execution of the transaction
Stake acquired in FiBrasil 24.99% of total share capital Shares held by Telefónica Infra being purchased by Telefônica Brasil
Post-transaction FiBrasil ownership 100% of total share capital Telefônica Brasil’s ownership of FiBrasil after completion
Board meeting number 526th meeting Board of Directors meeting approving the transaction
Board meeting date May 18, 2026 Date the Board of Directors approved the transaction
Share Purchase Agreement financial
"a proposed transaction involving the execution of a Share Purchase Agreement (“SPA”)"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
Administrative Council for Economic Defense – CADE regulatory
"the Transaction is exempt from approval by the Administrative Council for Economic Defense – CADE"
Brazilian National Telecommunications Agency – ANATEL regulatory
"does not require prior approval from the Brazilian National Telecommunications Agency – ANATEL"
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Board of Directors financial
"MINUTES OF THE 526th MEETING OF THE BOARD OF DIRECTORS"
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.
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 526th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A., HELD ON MAY 18, 2026

 

1.    DATE, TIME AND VENUE:  On May 18, 2026, at 09:00 a.m. (São Paulo local time), held remotely, as provided for in Article 19, paragraph 1, of the Internal Regulations of the Board of Directors and the Technical and Consultant Committees ("Regulations") of Telefônica Brasil S.A. ("Company").

 

2.    CALL NOTICE AND ATTENDANCE: The call notice was waived, given the presence of all members of the Board of Directors of the Company, who subscribe to these minutes, establishing, therefore, quorum according to Article 15, Paragraph 2 of the Company’s Regulations for instating the meeting. The Company's General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, also attended the meeting as Secretary.

 

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

 

 
 

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 526th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A., HELD ON MAY 18, 2026

 

4. AGENDA AND RESOLUTION: The members of the Company’s Board of Directors considered a proposed transaction involving the execution of a Share Purchase Agreement (“SPA”) between the Company and Telefónica Infra, S.L. Unipersonal (“TEF Infra”), which sets forth the terms and conditions for the acquisition by the Company of all shares issued by Fibrasil Infraestrutura e Fibra Ótica S.A. (“FiBrasil”) held by TEF Infra, representing 24.99% of FiBrasil’s total share capital, for the amount of R$ 458,719,774.51 (“Transaction”), supported by a valuation report prepared by an independent specialized firm, to be paid in a single installment by the Company to TEF Infra on the date of execution of the Transaction. Upon completion of the Transaction, the Company will hold shares representing 100% of FiBrasil’s total share capital.

 

It was further clarified that the Transaction is exempt from approval by the Administrative Council for Economic Defense – CADE and does not require prior approval from the Brazilian National Telecommunications Agency – ANATEL.

 

The abstentions of Mr. Cesar Mascaraque Alonso and Ms. Solange Sobral Targa were recorded, and the remaining members of the Board of Directors present unanimously approved, without reservations: (i) the terms and conditions of the Transaction; and (ii) the authorization for the Company’s Officers to take all necessary measures and perform all acts required for the implementation of the Transaction, including the execution of (a) the SPA between the Company and TEF Infra; and (b) any and all other agreements and documents necessary for the completion of the Transaction.

 

5.        CLOSING: There being no further matters to discuss, the Chairman of the Board of Directors adjourned the meeting, and these minutes were drawn up. São Paulo, May 18, 2026. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Andrea Capelo Pinheiro; 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 526th Meeting of the Board of Directors of Telefônica Brasil S.A., held on May 18, 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 18, 2026

 

By:

/s/ João Pedro Carneiro

 

 

 

 

Name:

 João Pedro Carneiro

 

 

 

 

Title:

Investor Relations Director

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Telefônica Brasil (VIV) approve regarding FiBrasil?

Telefônica Brasil approved a Share Purchase Agreement to acquire Telefónica Infra’s remaining 24.99% stake in FiBrasil. The company will pay R$ 458,719,774.51 in a single installment at signing, resulting in Telefônica Brasil owning 100% of FiBrasil’s share capital.

How much is Telefônica Brasil (VIV) paying for the remaining FiBrasil stake?

Telefônica Brasil will pay R$ 458,719,774.51 to acquire Telefónica Infra’s 24.99% interest in FiBrasil. The amount is to be paid in a single installment on the date the transaction is executed, according to the Board-approved Share Purchase Agreement.

What will Telefônica Brasil’s ownership in FiBrasil be after the transaction?

After completing the transaction, Telefônica Brasil will hold shares representing 100% of FiBrasil’s total share capital. The company is purchasing the remaining 24.99% stake from Telefónica Infra, consolidating full control of the fiber infrastructure subsidiary under Telefônica Brasil.

Does the Telefônica Brasil–FiBrasil transaction require CADE or ANATEL approval?

The company stated the FiBrasil transaction is exempt from approval by CADE, Brazil’s antitrust authority. It also indicated the deal does not require prior approval from ANATEL, the Brazilian telecommunications regulator, simplifying the regulatory path to completion.

Who are the parties involved in Telefônica Brasil’s FiBrasil acquisition?

The transaction is between Telefônica Brasil S.A. and Telefónica Infra, S.L. Unipersonal. Telefônica Brasil is acquiring all FiBrasil shares held by Telefónica Infra, representing 24.99% of FiBrasil’s capital, under a Board-approved Share Purchase Agreement supported by an independent valuation report.

What corporate approvals did Telefônica Brasil (VIV) obtain for the FiBrasil deal?

Telefônica Brasil’s Board of Directors unanimously approved the transaction terms, with two members abstaining. The Board also authorized the company’s officers to execute the Share Purchase Agreement and all additional documents required to implement and complete the FiBrasil share acquisition.