Business Context and Reporting Period
This Form 6-K filing by TELEFONICA BRASIL S.A. reports on the minutes of the 517th Board of Directors meeting held on February 20, 2026. The filing covers corporate governance actions regarding capital allocation, specifically the termination of a prior share buyback program and the authorization of a new one for the 2026–2027 period.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period. However, it discloses the following capital structure and liquidity-related data as of the record date (December 31, 2025):
- Outstanding Common Shares: 738,019,262
- Treasury Shares: 30,940,270
- Authorized Buyback Amount: Up to R$1.0 billion
- Maximum Shares to be Acquired: 42,861,656 common shares
- Funding Source: Statutory reserve of income and current fiscal year income.
Material Changes and Corporate Actions
The Board of Directors unanimously approved two significant changes to the Company's capital management strategy:
- Termination of Prior Program: The "Share Buyback Program 2025–2026" (approved February 25, 2025) was terminated effective February 20, 2026.
- Authorization of New Program: A new "2026–2027 Program" was approved with the following terms:
- Term: February 23, 2026, to February 22, 2027.
- Objective: Increase shareholder value through efficient use of cash resources and optimization of capital allocation.
- Method: Purchases on the Brazilian Stock Exchange (B3) at market prices.
- Intermediaries: Operations will be conducted via Ágora (Bradesco), BTG Pactual, Citigroup, Itaú, and Morgan Stanley.
Management Commentary, Risks, and Outlook
Management and the Board expressed confidence in the Company's financial health, citing "strong cash-generation capacity" and a "low level of indebtedness" as justification for the buyback. The Board explicitly stated that the program will not hinder the fulfillment of obligations to creditors or the payment of fixed or minimum mandatory dividends. No derivative instruments will be used, and the transaction is not expected to impact the controlling interest or administrative structure of the Company.
Key Facts for Investor Verification
- Verify the actual execution volume and average price of shares repurchased under the new R$1.0 billion program in subsequent filings.
- Confirm the Company's quarterly cash flow and debt levels to validate the Board's assertion of "low indebtedness" and "strong cash-generation capacity."
- Monitor whether the acquired shares are retained in treasury, cancelled, or sold, as the use of proceeds from any subsequent sale is to be determined at a later date.
- Check for any changes in the number of outstanding shares following the record date of December 31, 2025.