Business Context and Reporting Period
This Form 6-K filing by TELEFONICA BRASIL S.A. (NYSE: VIV; B3: VIVT3) covers the month of May 2026. The report discloses a material fact regarding the finalization of a capital reduction approved at an Extraordinary Shareholders' Meeting on March 12, 2026. The legal period for this reduction expired on May 14, 2026, rendering the reduction fully effective.
Key Financial Metrics
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data relates to the capital reduction transaction:
- Reimbursement Amount: R$1.25171862845 per common share.
- Share Capital Base: 3,195,606,352 common shares (excluding 30,940,270 treasury shares as of December 31, 2025).
- Payment Date: July 14, 2026 (single installment).
- Record Date for Calculation: December 31, 2025 (subject to adjustment based on the shareholder base verified on May 22, 2026).
Material Changes
The material change is the effective execution of the capital reduction. Consequently, the Company will proceed with the restitution of capital to shareholders in local currency. Following the verification date of May 22, 2026, the Company's shares will trade ex-reimbursement rights.
Guidance, Outlook, and Tax Implications
Management has outlined specific tax treatments and procedural requirements for the capital reduction:
- Resident Shareholders: Potential gains may be subject to income tax; shareholders are responsible for consulting advisors and paying applicable taxes.
- Non-Resident Shareholders: The Company will withhold income tax (IRRF) on capital gains. Rates range from 15% to 25% depending on the jurisdiction and gain amount.
- Withholding Rates for Non-Residents:
- 15% on gains up to R$5,000,000.
- 17.5% on gains between R$5,000,000 and R$10,000,000.
- 20% on gains between R$10,000,000 and R$30,000,000.
- 22.5% on gains exceeding R$30,000,000.
- 25% flat rate for residents of countries with favorable taxation.
- Documentation Deadline: Non-resident shareholders must submit acquisition cost data by 6:00 p.m. BRT on June 4, 2026. Failure to do so will result in the Company assuming a zero acquisition cost (taxing the full reimbursement as capital gain) or applying the 25% rate if fiscal residency is not declared.
Investor Verification Checklist
- Verify the exact number of shares held as of the record date (December 31, 2025) and the May 22, 2026 verification date to calculate the total reimbursement.
- Confirm banking details are registered with Banco Bradesco S.A. or the relevant brokerage firm to ensure direct payment on July 14, 2026.
- Non-resident shareholders must verify their fiscal residency status and calculate their average acquisition cost to avoid maximum tax withholding.
- Ensure all required documentation for non-resident tax calculation is submitted via email to ir.br@telefonica.com by the June 4, 2026 deadline.