Telefonica SEC Filings

Telefônica Brasil S.A. reported that its Fiscal Council unanimously approved a proposal to reduce the Company’s capital stock by R$4,000,000,000.00. The reduction would be carried out without canceling shares and would reimburse shareholders for part of the value of their shares, lowering the capital stock from R$60,071,415,865.09 to R$56,071,415,865.09, while keeping each shareholder’s ownership percentage unchanged.

The measure still depends on approval at an extraordinary shareholders’ meeting and will follow a 60-day period provided for in Brazilian corporate law. After the reduction is implemented, the Company plans to pay the reimbursed amount in a single installment by July 31, 2026, on a date to be set by management, with payment made individually and proportionally to all shareholders.

Telefônica Brasil S.A. approved a proposal to reduce its share capital by R$4,000,000,000.00 through a cash reimbursement to shareholders, without canceling any shares. The reduction would lower capital from R$60,071,415,865.09 to R$56,071,415,865.09, while each investor’s ownership percentage in the company remains the same. The board also approved an amendment to Article 5 of the bylaws to reflect the new capital and agreed to call an extraordinary shareholders’ meeting to vote on the plan. If shareholders approve, the reduction will observe a 60-day legal period, and payment of the reimbursed amount must occur in a single installment by July 31, 2026, on a date to be set by management.

Telefônica Brasil S.A. announced that its Board of Directors approved a proposal for a capital stock reduction of R$4.0 billion. The reduction would occur without cancelling shares and would return cash to shareholders in local currency, in a single installment to be paid by July 31, 2026, on a date to be set by management. The operation is intended to improve the company’s capital structure and provide more flexibility in how it allocates capital, while seeking a balance between funding needs and value creation for shareholders. The proposal will be submitted to an extraordinary shareholders’ meeting, and, if approved, its implementation will be subject to a 60-day period starting from the publication of the meeting minutes, as required by Brazilian corporate law.

Telefônica Brasil reports that its indirect subsidiary Telefônica Infraestrutura e Segurança Ltda. has completed the acquisition of all shares of Telefônica Cibersegurança e Tecnologia do Brasil Ltda. (CyberCo Brasil) from Telefónica Cybersecurity & Cloud Tech, S.L. for up to R$232 million. Of this amount, R$212 million was paid in a single installment at signing and up to R$20 million may be paid in 2027 as an earn-out tied to CyberCo Brasil’s 2026 service revenue. CyberCo Brasil will also acquire certain perpetual software licenses from Telefónica Cybersecurity & Cloud Tech, S.L. for R$48 million, paid in a single installment.

CyberCo Brasil provides integrated cybersecurity and information security solutions, supported by a team of more than 300 specialists. The transaction is intended to expand Telefônica Brasil’s information security portfolio, optimize and integrate service offerings and sales, accelerate launches, and reinforce its growth strategy in digital, customer-centric solutions. The company states that the deals required no additional regulatory authorizations beyond its internal governance and followed an independent valuation, which concluded that the negotiated amounts are aligned with market practice and the business’s economic potential.

Telefônica Brasil S.A. reported that its Board of Directors approved a proposal to amend the company’s corporate purpose by revising Article 2 of its bylaws. The new wording keeps telecommunications at the core but explicitly adds a broad range of activities, including digital and value-added services, data center and cloud-related services, internet of things, information security, artificial intelligence, blockchain, software development, recycling of electronic equipment, real estate leasing for events, and correspondent services for banks and other financial institutions.

The changes are intended to refine the wording of the bylaws, incorporate new activities aligned with the company’s positioning and strategy, and reflect the migration of the Switched Fixed Telephone Service (STFC) from the concession regime to the private authorization regime. The Board also approved calling an Extraordinary Shareholders’ Meeting for January 9, 2026, at 2:00 p.m., to vote on these amendments, and authorized the Executive Board to take all steps required to convene the meeting under Brazilian corporate law.

Telefônica Brasil S.A. is calling an Extraordinary Shareholders’ Meeting for January 9, 2026 in São Paulo to vote on several corporate matters. The key item is ratifying the acquisition of 24.99% of Fibrasil Infraestrutura e Fibra Ótica S.A. shares and 1 subscription bonus from CDPQ and 25.01% of Fibrasil shares and 1 subscription bonus from Fibre Brasil Participações S.A., under a share purchase agreement signed on July 10, 2025.

Shareholders will also vote on approving the appraisal report prepared by Deloitte Touche Tohmatsu, ratifying management’s actions to implement the transaction, and amending the Company’s bylaws. Proposed bylaw changes include updating the corporate purpose and adjusting share capital wording to reflect the cancellation of 34,740,770 treasury common shares, followed by full bylaw consolidation. The meeting will be held in person, with the option to vote via remote ballot through the Ten Meetings platform, subject to the detailed accreditation and documentation rules described.

Telefônica Brasil S.A. (VIV) set the payment date for Interest on Capital declared for the first quarter of 2025. The company will pay a total of R$ 380,000,000 in Interest on Capital on December 2, 2025, corresponding to a gross amount of R$ 0.23438598401 per share and a net amount of R$ 0.19922808641 per share. These amounts were approved by the Board of Directors on February 13, 2025 and March 13, 2025 and will be credited to shareholders of record as of February 24, 2025 and March 24, 2025, respectively. The net Interest on Capital will be imputed to the mandatory minimum dividend for the fiscal year ending December 31, 2025, subject to approval at the General Shareholders’ Meeting to be held in 2026.

Telefônica Brasil S.A. (VIV) announced a recalculation of the previously declared Interest on Capital per share due to its ongoing share buyback program. The gross amount per share was adjusted from R$ 0.10608541339 to R$ 0.10630143820, with the net amount after 15% withholding tax increasing from R$ 0.09017260138 to R$ 0.09035622247. Shareholders registered at the end of November 24, 2025 will be entitled to this Interest on Capital, and the shares will trade ex-interest after that date. Payment is scheduled to be made by April 30, 2026, on a specific date to be set by the Board of Directors.

Telefônica Brasil S.A. (VIV) reported that its Board of Directors, meeting on November 14, 2025, elected Gregorio Martínez Garrido as a new member of the Company’s Quality and Sustainability Committee. His term starts immediately and will run until the Annual General Meeting to be held in 2028, in line with his mandate as a board member.

Following this decision, the Quality and Sustainability Committee is composed of Denise Soares dos Santos (Chair), Cesar Mascaraque Alonso, Cristina Presz Palmaka de Luca, Solange Sobral Targa and Gregorio Martínez Garrido. The meeting was held remotely with full board attendance, and the minutes were formally approved and signed.