Telefônica Brasil (NYSE: VIV) fiscal council backs interest on capital plan

Rhea-AI Filing Summary

Telefônica Brasil S.A. reports that its Fiscal Council unanimously approved a proposal to declare interest on capital based on the November 30, 2025 balance sheet in the gross amount of R$350,000,000.00, or R$297,500,000.00 net of withholding income tax. The proposal sets a gross amount of R$0.10945864515 per share, or R$0.09303984838 net, with the final per-share value subject to change due to the Company’s share buyback program.

Shareholders of record at the end of December 29, 2025 will be entitled to this interest on capital, and the shares will trade ex-IoC after that date. The net IoC amount will be included in the minimum mandatory dividend for the fiscal year ending December 31, 2025, subject to approval at the ordinary general meeting to be held in 2026, with payment to be made by April 30, 2026 on a date to be set by the executive board.

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 December, 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

MINUTES OF THE 255th FISCAL COUNCIL’S MEETING OF

TELEFÔNICA BRASIL S.A., HELD ON DECEMBER 15, 2025

1. DATE, TIME AND VENUE: On December 15, 2025, at 10:00 a.m. (São Paulo local time), held remotely as provided for in Article 16, First Paragraph, of the Internal Rules of the Fiscal Council (“Rules”) of Telefônica Brasil S.A. (“Company”).

2. CALL NOTICE AND ATTENDANCE: The call notice was waived, given the presence of all Fiscal Council members, who subscribe these minutes, as provided for in Article 12, paragraph 2, of the Company’s Rules, establishing, therefore, quorum according to the Company’s Bylaws for instating the meeting. The Director of Corporate and Business Affairs, Ms. Nathalia Pereira Leite, was also present as the Meeting Secretary.

3. AGENDA AND RESOLUTION: After examining and debating the matter in the Agenda, the Fiscal Council members present at the meeting unanimously decided the following:

3.1. Proposal for the Declaration of Interest on Capital: The proposal for the declaration of interest on Capital (“IoC”) to be submitted to the Company’s Board of Directors, was reviewed in the following terms:

“Proposal to declare IoC based on the balance sheet of November 30, 2025, in the gross amount of R$350,000,000.00, corresponding to R$297,500,000.00 net of withholding income tax. The gross amount of IoC per share is equivalent to R$0.10945864515 ^[1], of which R$0.09303984838¹ net of income tax.

The IoC credit will be carried out individually to the shareholders, based on the shareholding position in the Company’s records at the end of December 29, 2025. After this date, the shares will be considered “ex-IoC”.

^[1] Value per share calculated based on the shareholding position of November 28, 2025. Given the Company’s Share Buyback Program in effect, the value per share may be subject to change, considering the Company’s shareholding position to be verified on December 29, 2025.

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 255th FISCAL COUNCIL’S MEETING OF

TELEFÔNICA BRASIL S.A., HELD ON DECEMBER 15, 2025

The net amount of the IoC will be included in the minimum mandatory dividend for fiscal year ending December 31, 2025, ad referendum to the Ordinary General Meeting to be held in 2026, and the payment of this proceeds will be made by April 30, 2026, with the Company’s Executive Board being responsible for setting the exact date.”

Unanimously, the members of the Fiscal Council approved the proposal, given that they consider it to be in accordance with the applicable legislation.

4. CLOSING: There being no further matter to discuss, the meeting was adjourned, and these minutes were drawn up. São Paulo, December 15, 2025.

_______________________________ _______________________________

Gabriela Soares Pedercini Stael Prata Silva Filho

_______________________________	_______________________________
Luciana Doria Wilson	Nathalia Pereira Leite 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:	December 16, 2025		By:	/s/ João Pedro Carneiro
				Name:	João Pedro Carneiro
				Title:	Investor Relations Director

FAQ

What did Telefônica Brasil (VIV) approve regarding interest on capital?

The Fiscal Council of Telefônica Brasil S.A. unanimously approved a proposal to declare interest on capital based on the November 30, 2025 balance sheet, to be submitted to the Company’s Board of Directors.

How much interest on capital will Telefônica Brasil (VIV) distribute in total?

The proposal is for interest on capital in the gross amount of R$350,000,000.00, corresponding to R$297,500,000.00 net of withholding income tax.

What is the per-share interest on capital amount for Telefônica Brasil (VIV)?

The proposal sets a gross IoC amount of R$0.10945864515 per share, or R$0.09303984838 per share net of income tax, with the note that the per-share value may change due to the Company’s share buyback program.

What is the record date and ex-IoC date for Telefônica Brasil (VIV) interest on capital?

Shareholders in the Company’s records at the end of December 29, 2025 will be entitled to the interest on capital, and after this date the shares will be considered ex-IoC.

When will Telefônica Brasil (VIV) pay the approved interest on capital?

The payment of the approved interest on capital proceeds will be made by April 30, 2026, with the exact payment date to be set by the Company’s executive board.

How does this interest on capital relate to Telefônica Brasil (VIV)’s 2025 dividends?

The net amount of the interest on capital will be included in the minimum mandatory dividend for the fiscal year ending December 31, 2025, subject to approval at the ordinary general meeting to be held in 2026.

Who approved the interest on capital proposal for Telefônica Brasil (VIV)?

The proposal was unanimously approved by the Fiscal Council of Telefônica Brasil S.A. at its 255th meeting held on December 15, 2025, with the intention that it be submitted to the Company’s Board of Directors.