Business Context and Reporting Period
This Form 6-K filing by TELEFONICA BRASIL S.A. covers the month of February 2026. The document serves as a notice to shareholders regarding the payment dates for Interest on Capital (IoC) declared throughout 2025 and the proposed Capital Stock Reduction to be voted on at an Extraordinary Shareholders' Meeting (ESM) on March 12, 2026.
Key Financial Metrics and Distributions
The filing details specific cash distributions to shareholders rather than operational financial metrics like revenue or EBITDA.
- Total Interest on Capital (IoC) for 2025: R$ 2,990,000,000 (Gross).
- IoC Per Share (Gross): R$ 0.92998912968.
- IoC Per Share (Net): R$ 0.79049076023.
- Proposed Capital Reduction Amount: R$ 4,000,000,000 (Total).
- Capital Reduction Per Share: R$ 1.25171862845.
- Payment Dates:
- IoC (2025 Quarters): April 14, 2026.
- Capital Reduction Resources: July 14, 2026 (contingent on approval).
Note: The filing text does not provide clear values for revenue, profit, operating cash flow, margins, debt levels, or liquidity ratios.
Material Changes and Corporate Actions
The primary material event is the scheduled payout of accumulated Interest on Capital from 2025 and a significant capital return via stock reduction.
- Stock Split Adjustment: The IoC amount declared on April 1, 2025, was recalculated to reflect a reverse stock split and forward stock split operation executed on April 15, 2025.
- Dividend Imputation: The net IoC amounts will be imputed to the mandatory minimum dividend for the fiscal year ended December 31, 2025, subject to approval at the Ordinary Shareholders' Meeting on April 16, 2026.
- Share Buyback Impact: The per-share amount for the Capital Reduction may fluctuate based on the shareholding base verified on May 22, 2026, due to the Company's Share Buyback Program.
Outlook, Risks, and Contingencies
Management commentary focuses on the procedural execution of shareholder returns.
- Contingency: The Capital Reduction is subject to shareholder approval at the ESM on March 12, 2026. If approved, it becomes effective 60 days after the publication of the ESM minutes.
- Prescription Risk: Unclaimed IoC will prescribe and revert to the Company after three years from the payment date (April 14, 2026).
- Taxation: Non-resident shareholders may face withholding income tax on capital gains from the Capital Reduction. Brazilian residents must determine their own tax treatment.
- Payment Logistics: Payments will be made directly to bank accounts for shareholders with Banco Bradesco options or through Brokerage Firms for shares in Fiduciary Custody. Others must visit Banco Bradesco branches.
Investor Verification Checklist
- Verify the final approval of the Capital Reduction at the Extraordinary Shareholders' Meeting on March 12, 2026.
- Confirm the final per-share amount for the Capital Reduction after the May 22, 2026, shareholding verification date.
- Check the Ordinary Shareholders' Meeting minutes (April 16, 2026) regarding the imputation of IoC to the 2025 mandatory minimum dividend.
- Review tax implications for non-resident shareholders regarding the Capital Reduction payout.
- Ensure banking details are updated with Banco Bradesco or the relevant Brokerage Firm to receive payments on April 14, 2026, and July 14, 2026.