No shareholders exit after Telefônica Brasil (NYSE: VIV) Fibrasil approvals

Rhea-AI Filing Summary

Telefônica Brasil S.A. reports that the period for shareholders to exercise withdrawal rights related to recent extraordinary resolutions ended on February 11, 2026 with no withdrawals by holders of common shares.

Those resolutions approved the ratification of the Company’s acquisition of 24.99% of the shares and 1 subscription bonus in Fibrasil Infraestrutura e Fibra Ótica S.A. previously held by Caisse de dépôt et placement du Québec, and 25.01% of the shares and 1 subscription bonus previously held by Fibre Brasil Participações S.A. The meeting also approved an amendment to Article 2 of the Bylaws to broaden the corporate purpose and align it with the Company’s strategy and new business opportunities.

Insights

Corporate actions and governance analyst

No shareholders used withdrawal rights after Telefônica Brasil’s Fibrasil acquisition approvals.

The key point is that dissenting shareholders had a right of withdrawal in connection with the extraordinary meeting resolutions, but none of the common shareholders exercised it by the February 11, 2026 deadline. This indicates full retention of the common-share base through this corporate action.

The resolutions covered ratifying Telefônica Brasil’s acquisition of specific Fibrasil stakes from Caisse de dépôt et placement du Québec and Fibre Brasil Participações S.A., plus a change to Article 2 of the Bylaws to expand the corporate purpose. Future disclosures in company filings may provide additional financial details on the Fibrasil acquisition and how the broader corporate purpose supports the stated strategy.

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 February, 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 02.558.157/0001-62 - NIRE 35.3.001.5881-4

NOTICE TO SHAREHOLDERS

END OF THE PERIOD AND RESULT OF THE RIGHT OF WITHDRAWAL

Telefônica Brasil S.A. (“Company”), in continuity to the Notice to Shareholders published on January 12, 2026, hereby informs its shareholders that, on February 11, 2026, the period for the exercise of the right of withdrawal by dissenting shareholders of the resolutions approved at the Extraordinary Shareholders’ Meeting of the Company, held on January 9, 2026, has ended. At the meeting, shareholders approved (i) the ratification of the Company’s acquisition of 24.99% of the shares and 1 subscription bonus issued by Fibrasil Infraestrutura e Fibra Ótica S.A. (“Fibrasil”), previously held by Caisse de dépôt et placement du Québec, as well as 25.01% of the shares and 1 subscription bonus issued by Fibrasil, previously held by Fibre Brasil Participações S.A.; and (ii) the amendment to Article 2 of the Company’s Bylaws, which addresses the corporate purpose, to include additional activities in order to update and complement the Company’s scope in, light of its positioning and business opportunities related to its strategy.

Therefore, the Company informs that, up to the end of the period, there was no exercise of the right of withdrawal by any shareholder holding common shares issued by the Company.

São Paulo, February 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.

			TELEFÔNICA BRASIL S.A.
Date:	February 12, 2026		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What did Telefônica Brasil S.A. (VIV) announce in this 6-K?

Telefônica Brasil announced that the withdrawal right period tied to recent extraordinary meeting resolutions ended on February 11, 2026, and no common shareholder exercised that right, so the shareholder base remains unchanged following those approved corporate actions.

Which transactions involving Fibrasil were approved by Telefônica Brasil (VIV)?

Shareholders approved ratifying Telefônica Brasil’s acquisition of 24.99% of Fibrasil shares and 1 subscription bonus from Caisse de dépôt et placement du Québec, and 25.01% of Fibrasil shares and 1 subscription bonus from Fibre Brasil Participações S.A., consolidating those stakes under the Company.

What happened to the withdrawal rights of Telefônica Brasil (VIV) shareholders?

Dissenting shareholders holding common shares had a withdrawal right related to the extraordinary meeting resolutions, but by the February 11, 2026 deadline, none exercised it. This means no redemption or cash-out of common shareholders occurred in connection with those decisions.

What bylaw change did Telefônica Brasil (VIV) shareholders approve?

Shareholders approved an amendment to Article 2 of Telefônica Brasil’s Bylaws, which defines the corporate purpose. The change adds activities to update and complement the Company’s business scope in line with its positioning and strategy-driven business opportunities.

Why were Telefônica Brasil (VIV) shareholders granted a right of withdrawal?

The right of withdrawal was linked to resolutions at the January 9, 2026 extraordinary shareholders’ meeting, covering ratification of Fibrasil acquisitions and a corporate purpose amendment. Such rights protect dissenting shareholders when significant corporate changes are approved.

On what dates did Telefônica Brasil (VIV) key events occur?

The extraordinary shareholders’ meeting took place on January 9, 2026, the withdrawal right period ended on February 11, 2026, and the Company later confirmed on February 12, 2026 that no common shareholders exercised their withdrawal rights related to those resolutions.