Telefônica Brasil (NYSE: VIV) details July 14 capital return and tax rules

Rhea-AI Filing Summary

Telefônica Brasil reports that its previously approved capital reduction has become fully effective after the legal waiting period under Brazilian law expired on May 14, 2026. The company will reimburse shareholders R$1.25171862845 per common share, based on a shareholding position as of December 31, 2025, subject to adjustment for its Share Buyback Program and the shareholder base to be verified on May 22, 2026, after which the shares will trade ex-reimbursement rights.

Restitution will be paid in a single installment on July 14, 2026 to each shareholder in proportion to their holdings, using B3 and Banco Bradesco’s standard settlement procedures. The company also details Brazilian tax obligations and explains that non-resident investors will have income tax withheld on any capital gains, with rates between 15% and 25% depending on their tax jurisdiction and status.

Insights

Equity analyst

Telefônica Brasil completes a cash return via capital reduction with detailed tax rules, neutral for long-term fundamentals.

The company’s capital reduction converts part of its equity into a cash reimbursement of R$1.25171862845 per common share. This is a structural balance-sheet transaction, not an operating result, so it mainly affects how capital is returned to investors rather than day-to-day performance.

Shareholders of record as of December 31, 2025, adjusted for the base on May 22, 2026, will receive payment on July 14, 2026. For non-residents, the company will withhold income tax on any capital gain at rates between 15% and 25%, using acquisition-cost data supplied by investors or their representatives.

Non-resident holders face extra complexity. If they fail to provide average acquisition cost and tax-residence information by June 4, 2026, the company will treat their cost as R$0.00 and may apply a 25% rate, which could materially increase their tax burden compared with properly documented positions.

Key Figures

Per-share reimbursement: R$1.25171862845 per common share Shares considered for restitution: 3,195,606,352 common shares Treasury shares excluded: 30,940,270 shares +4 more

7 metrics

Per-share reimbursement R$1.25171862845 per common share Capital reduction cash restitution, based on position as of December 31, 2025

Shares considered for restitution 3,195,606,352 common shares Share capital excluding 30,940,270 treasury shares as of December 31, 2025

Treasury shares excluded 30,940,270 shares Held in treasury as of December 31, 2025, not counted for restitution

Payment date July 14, 2026 Single installment payment of capital reduction proceeds

Non-resident tax rates 15% to 25% IRRF Withholding income tax on capital gains for non-resident shareholders

Non-resident info deadline June 4, 2026, 6:00 p.m. BRT Cutoff for submitting acquisition-cost and tax-residence data

Base verification date May 22, 2026 Date to verify shareholder base; shares trade ex-reimbursement rights after

Key Terms

capital reduction, Share Buyback Program, withhold income tax ("IRRF"), capital gains, +2 more

6 terms

capital reduction financial

"the Company’s capital reduction approved at the Extraordinary Shareholders’ Meeting held on March 12, 2026 (“Reduction”)"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

Share Buyback Program financial

"due to the Company’s Share Buyback Program, such amount may be adjusted"

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

withhold income tax ("IRRF") financial

"The Company will withhold income tax ("IRRF"), in accordance with applicable laws, on capital gains realized by non-resident shareholders"

capital gains financial

"The capital gain will correspond to the positive difference between (i) the amount of the capital reimbursement ... and (ii) the acquisition cost"

Capital gains are the profit you make when you sell an investment—like a stock, bond, or property—for more than you paid for it. Investors care because these gains directly boost returns and can trigger taxes, so the timing and choice to sell affect how much money you keep; think of it like selling a house for a higher price and deciding when to close the sale to maximize proceeds after taxes.

favorable taxation financial

"residents in a country or territory with favorable taxation, according to the legislation and regulations of the Brazilian Federal Revenue Service"

paying source financial

"The Company, as the paying source for the Reduction, will use the information provided by shareholders"

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

MATERIAL FACT

Telefônica Brasil S.A. (B3: VIVT3; NYSE: VIV) (“Company”), pursuant to Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976 (“Brazilian Corporation Law”), and CVM Resolution No. 44, dated August 23, 2021, hereby informs its shareholders and the market in general, further to the Material Facts disclosed on December 9, 2025 and March 12, 2026, that yesterday, May 14, 2026, the period set forth in Article 174 of the Brazilian Corporation Law in connection with the Company’s capital reduction approved at the Extraordinary Shareholders’ Meeting held on March 12, 2026 (“Reduction”) expired, and, consequently, such Reduction has become fully effective.

Therefore, the Company informs that it will proceed with the restitution to 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 comprising its share capital, excluding the 30,940,270 shares held in treasury as of December 31, 2025. The amount per common share 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 considering the Company’s shareholder base to be verified on May 22, 2026, after this date the Company’s shares will trade ex-reimbursement rights.

As approved by the Company’s Executive Board, the proceeds from the Reduction will be paid in a single installment, on July 14, 2026, individually to each shareholder and in proportion to their respective shareholdings in the Company’s capital stock, in accordance with the settlement procedures established by B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and by the bookkeeping agent of the Company’s shares, as applicable.

Payment to shareholders who have banking details registered in the shareholder registry maintained by Banco Bradesco S.A. will be made directly to the indicated checking accounts. For shareholders with shares held in custody through stock exchanges, payment will be made through brokerage firms. Other shareholders must attend any branch of Banco Bradesco S.A., presenting their identification documents.

Additionally, the Company informs the tax treatment applicable to the Capital Reduction, as well as the procedures to be followed and the documents to be submitted by shareholders, including with respect to potential withholding income tax on capital gains, as follows:

Shareholders Resident in Brazil

Any potential gains realized by the Company’s shareholders who are resident in Brazil, including individuals and legal entities, investment funds and other entities, as a result of the Reduction, may be subject to income tax and other taxes, in accordance with the legal and regulatory provisions applicable to each category of shareholder. Such shareholders should consult their advisors regarding the applicable taxation and will be directly responsible for the payment of any applicable taxes.

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company 

CNPJ No. 02.558.157/0001-62 - NIRE 35.3.0015881-4

Non-Resident Shareholders (in Brazil)

The Company will withhold income tax ("IRRF"), in accordance with applicable laws, on capital gains realized by non-resident shareholders in Brazil as a result of the Reduction. The capital gain will correspond to the positive difference between (i) the amount of the capital reimbursement resulting from the Reduction; and (ii) the acquisition cost (in Brazilian reals) of the shares issued by the Company held by each non-resident shareholder ("Capital Gain"). The income tax rates to be applied on the Capital Gain may range from 15% (fifteen percent) to 25% (twenty-five percent), depending on the jurisdiction and qualification of each shareholder, as provided by applicable laws.

a) For shareholders who are not residents or dependents with favorable taxation, according to the legislation and regulations of the Brazilian Federal Revenue Service, the following progressive rates will be applied:

a.1) 15% (fifteen percent) on the portion of Capital Gains that does not exceed R$5,000,000.00 (five million reals);

a.2) 17.5% (seventeen and a half percent) on the portion of Capital Gain that exceeds R$5,000,000.00 (five million reals) and does not exceed R$10,000,000.00 (ten million reals);

a.3) 20% (twenty percent) on the portion of Capital Gain that exceeds R$10,000,000.00 (ten million reals) and does not exceed R$30,000,000.00 (thirty million reals); and

a.4) 22.5% (twenty-two and a half percent) on the portion of Capital Gain that exceeds R$30,000,000.00 (thirty million reals).

b) For shareholders who are residents in a country or territory with favorable taxation, according to the legislation and regulations of the Brazilian Federal Revenue Service in force, a fixed rate of 25% (twenty-five percent) will be applied on Capital Gains.

The Company, as the paying source for the Reduction, will use the information provided by shareholders that are not resident in Brazil or their respective legal representatives in Brazil to calculate the capital gain and the IRRF to be withheld, and such non-resident shareholders and their legal representatives in Brazil will be responsible for the accuracy and completeness of the information presented, answering for any damages and/or liabilities arising from inaccuracy and/or falsehood of this information.

The Company, therefore, requests that shareholders who are not resident in Brazil provide the necessary information for the calculation of IRRF, which must be accompanied by respective reliable supporting documentation, including the following information (to be presented in .xls format - Excel file):

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company 

CNPJ No. 02.558.157/0001-62 - NIRE 35.3.0015881-4

Name CPF/ CNPJ Brokerage Agency Country of Fiscal Residency Number of Shares in the Record Date Average Acquisition Cost of the Shares (R$) Total Acquisition Cost of the Shares (R$)

The above information and respective corroborative documentation must be received by the Company, without exception, by 6:00 p.m. BRT on June 4, 2026 ("Deadline"), by email through the address ir.br@telefonica.com, with the subject "Average Cost of Acquisition of Shares - Non-Resident Shareholders".

The Company clarifies that, according to the current legislation and regulation, (i) if a specific shareholder who is not a resident of Brazil does not provide the necessary information for the calculation of the owned IRRF, or do not present the corresponding supporting documentation until the given Deadline, the Company will consider the acquisition cost of the shareholder to be zero (R$0.00), in such a way that the value of the capital reimbursement resulting from the reduction will be entirely considered as Capital Gain; and, (ii) if a specific shareholder who is not a resident of Brazil do not inform their fiscal residence until the given Deadline, according to the table above, the Company will apply a 25% (twenty-five percent) tax rate on the capital gain of the aforementioned shareholder.

In any case, the responsibility for the content of the information submitted will be exclusively the responsibility of the non-resident shareholder or their legal representatives in Brazil, with the Company not being responsible, under any circumstances, to non-resident shareholders or their legal representatives in Brazil for any later adjustments, refunds of excess amounts paid and/or any questions regarding the average costs reported by custodian agents.

São Paulo, May 15, 2026.

Rodrigo Rossi Monari

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:	May 15, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What did Telefônica Brasil (VIV) announce in its May 2026 capital reduction update?

Telefônica Brasil confirmed its capital reduction is now fully effective and will reimburse shareholders in cash. Each common share is slated to receive R$1.25171862845, adjusted for the shareholder base on May 22, 2026, with payment scheduled in a single installment on July 14, 2026.

How much will Telefônica Brasil pay per share in the capital reduction?

The company plans to reimburse R$1.25171862845 per common share, based on holdings as of December 31, 2025. This amount may be adjusted to reflect changes from the Share Buyback Program and the shareholder base confirmed on May 22, 2026, before shares trade ex-reimbursement rights.

When will Telefônica Brasil (VIV) pay the capital reduction proceeds to shareholders?

Telefônica Brasil will pay the capital reduction proceeds on July 14, 2026, in a single installment. Each shareholder will receive the amount in proportion to their stake, following the settlement procedures of B3 and Banco Bradesco for direct-registered and custody-held shares.

How are Brazilian resident shareholders of Telefônica Brasil taxed on the capital reduction?

Brazilian resident shareholders may owe income tax or other taxes on any gains from the capital reduction, depending on their specific tax profile. The company states these investors are responsible for assessing their own obligations and paying any due amounts in line with Brazilian law and regulations.

How will non-resident Telefônica Brasil shareholders be taxed on the capital reduction?

Non-resident shareholders will have Brazilian withholding income tax (IRRF) applied to capital gains from the reduction. The gain equals the reimbursement minus acquisition cost in reals. Rates range from 15% to 25%, depending on jurisdiction and classification under Brazilian Federal Revenue rules.

What must non-resident Telefônica Brasil (VIV) investors do to avoid higher tax assumptions?

Non-resident investors must email acquisition-cost and tax-residence information, with supporting documents, by 6:00 p.m. BRT on June 4, 2026. If they do not, the company will assume a zero acquisition cost and may apply a 25% tax rate on the full reimbursement amount.

How will Telefônica Brasil distribute capital reduction proceeds to different types of shareholders?

Shareholders with registered banking details at Banco Bradesco will receive direct deposits into their accounts. Investors holding shares via stock exchange custody will be paid through their brokerage firms, while other registered shareholders must visit a Banco Bradesco branch and present identification for payment.