Telefônica Brasil (VIV) moves Vivae to Vivo Ventures and backs Vivae–Ada merger

Rhea-AI Filing Summary

Telefônica Brasil S.A. reports that it has completed a corporate reorganization involving its stake in Vivae Educação Digital S.A., a company jointly held with Ânima Holding S.A. The company contributed all of its Vivae shares to the Vivo Ventures Fundo de Investimento em Participações Multiestratégia Investimento no Exterior – Responsabilidade Limitada fund as partial payment for fund quotas already subscribed, in a contribution valued at R$17,375,359.36 based on an independent valuation.

Vivo Ventures is an equity investment fund held by Telefônica Brasil as majority quota holder, together with Telefónica Open Innovation, S.L. Following this step, Vivae entered into an agreement for a business combination with Ada Tecnologia e Educação S.A., which focuses on programming and technology education solutions in the B2B segment. The companies state that the combination is expected to generate synergies and strengthen strategic partnerships in this education technology segment, and its completion is subject to precedent conditions, including applicable antitrust approval.

Insights

Telecom and Corporate Strategy Analyst

Telefônica Brasil moves its Vivae stake into an internal fund and supports a Vivae–Ada combination to build scale in B2B digital education.

Telefônica Brasil completed a reorganization by contributing all shares of Vivae Educação Digital S.A. into its majority-held equity fund Vivo Ventures, valued at R$17,375,359.36 by an independent appraiser. This shifts the holding from the operating company into an investment vehicle where Telefônica and Telefónica Open Innovation, S.L. participate together.

As a follow-on step, Vivae agreed to a business combination with Ada Tecnologia e Educação S.A., which provides programming and technology education solutions in the B2B segment. The document highlights expected synergies and closer access to strategic partnerships in this niche, but the combination remains subject to precedent conditions, including antitrust approval. Overall, this represents portfolio structuring and strategic positioning in digital education rather than a clearly transformational move for Telefônica Brasil’s core telecom operations.

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 October, 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

NOTICE TO THE MARKET

Telefônica Brasil S.A. (“Company” or “Telefônica”) (B3: VIVT3; NYSE: VIV), hereby informs its shareholders and the market in general that, on this date, it has completed a corporate reorganization involving its stake in Vivae Educação Digital S.A. (“Vivae” and “Transaction”), a company jointly held by Telefônica and Ânima Holding S.A. The Transaction consisted of the contribution of all Vivae shares held by the Company to the Vivo Ventures Fundo de Investimento em Participações Multiestratégia Investimento no Exterior – Responsabilidade Limitada fund (“Vivo Ventures”), as a means of paying in part of the quotas already subscribed by the Company in said fund, representing a contribution of R$17,375,359.36, according to an independent valuation by a specialized firm. Vivo Ventures is an equity investment fund held by the Company, as the majority quota holder, together with Telefónica Open Innovation, S.L.

As a continuation of the Transaction, Vivae entered into an agreement for a business combination with Ada Tecnologia e Educação S.A. (“Ada”), a company specialized in providing services and developing solutions focused on programming and technology education in the B2B segment. This combination will enable Vivae and Ada to generate synergies and be closer to strategic partnerships in this segment. The completion of the business combination between Vivae and Ada is subject to certain precedent conditions, including the applicable antitrust approval.

São Paulo, October 6, 2025.

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

Telefônica Brasil – Investor Relations

Phone: +55 11 3430 3687

Email: ir.br@telefonica.com

Website: ri.telefonica.com.br/en/

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:	October 6, 2025		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What corporate reorganization did Telefônica Brasil (VIV) complete involving Vivae Educação Digital S.A.?

Telefônica Brasil completed a corporate reorganization by contributing all of its shares in Vivae Educação Digital S.A. to the Vivo Ventures Fundo de Investimento em Participações Multiestratégia Investimento no Exterior – Responsabilidade Limitada fund as partial payment for quotas already subscribed in that fund.

What is the value of Telefônica Brasil’s Vivae share contribution to Vivo Ventures?

The contribution of all Vivae shares held by Telefônica Brasil to the Vivo Ventures fund was valued at R$17,375,359.36, based on an independent valuation by a specialized firm.

What is Vivo Ventures and how is it related to Telefônica Brasil (VIV)?

Vivo Ventures is an equity investment fund in which Telefônica Brasil is the majority quota holder, alongside Telefónica Open Innovation, S.L.. The fund now holds the Vivae shares that were previously directly held by Telefônica Brasil.

What business combination did Vivae agree to after the reorganization?

After the reorganization, Vivae entered into an agreement for a business combination with Ada Tecnologia e Educação S.A., a company specialized in services and solutions focused on programming and technology education in the B2B segment.

What benefits are expected from the Vivae and Ada Tecnologia e Educação S.A. combination?

The combination is described as enabling synergies and bringing Vivae and Ada closer to strategic partnerships in the programming and technology education B2B segment.

What conditions must be met for the Vivae–Ada business combination to be completed?

The completion of the business combination between Vivae and Ada Tecnologia e Educação S.A. is subject to certain precedent conditions, including the applicable antitrust approval.