Business Context and Reporting Period
This Form 6-K filing by TELEFONICA BRASIL S.A. (NYSE: VIV; B3: VIVT3) reports a Material Fact regarding a capital structure change. The filing date is March 12, 2026, referencing an Extraordinary Shareholders' Meeting (ESM) held on the same date. The company operates under Brazilian Corporation Law and CVM Resolution No. 44/2021.
Key Financial Metrics and Capital Structure
- Capital Reduction Amount: R$4,000,000,000.00 (four billion reais).
- Previous Capital Stock: R$60,071,415,865.09.
- New Capital Stock: R$56,071,415,865.09.
- Reimbursement Per Share: R$1.25171862845 per common share.
- Share Base: 3,195,606,352 common shares (excluding 30,940,270 treasury shares as of December 31, 2025).
- Payment Date: July 14, 2026.
Note: This filing does not provide data on revenue, profit, cash flow, operating margins, debt levels, or liquidity ratios.
Material Changes
The primary material change is the approved reduction of the Company's capital stock without the cancellation of shares. This action involves a direct reimbursement of funds to shareholders. The number of issued shares and shareholder participation percentages remain unchanged. The per-share reimbursement amount is subject to adjustment based on the shareholding base verified on May 22, 2026, due to the Company's Share Buyback Program.
Outlook, Risks, and Contingencies
- Effectiveness: The reduction becomes effective 60 days after the publication of the ESM minutes.
- Tax Implications: The Company will disclose procedures for non-resident shareholders regarding withholding income tax (IRRF) on capital gains derived from the reduction.
- Ex-Date: Shares will be considered ex-reimbursement rights after May 22, 2026.
- Management Commentary: The Board of Officers has defined the payment schedule and liquidation procedures in accordance with B3 S.A. rules.
Investor Verification Checklist
- Verify the final shareholding base on May 22, 2026, to confirm the exact reimbursement amount per share.
- Confirm tax withholding obligations (IRRF) for non-resident shareholders as disclosed in future communications.
- Monitor the publication of the ESM minutes to calculate the exact effective date of the capital reduction.
- Review the Company's Share Buyback Program status to understand potential adjustments to the payout.