TIMB

Business Context and Reporting Period

Company: TIM S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Report Date: February 25, 2026
Reporting Period: Fiscal Year Ended December 31, 2025
Event: Call Notice for Annual and Extraordinary Shareholders' Meeting scheduled for March 31, 2026.

The filing serves to convene shareholders to approve the 2025 financial statements, allocate 2025 results, ratify Board and Fiscal Council appointments, approve 2026 compensation, extend the Cooperation and Support Agreement with Telecom Italia S.p.A., and amend the Company's By-laws.

Key Financial Metrics (Fiscal Year 2025)

Liquidity & Leverage:

• Adjusted Net Debt / Adjusted EBITDA: 0.8x
• Gross Debt / Adjusted EBITDA: 1.2x
• Financial Result Coverage (Adj. EBITDA / Net Financial Result): 7.6x
• Current Liquidity Ratio: 88.6%

Material Changes vs. Prior Period

• Revenue Growth: Total Net Revenue grew 4.6% YoY, outperforming 2025 inflation (IPCA 4.26%). Mobile Service Revenue increased 5.4% driven by migrations to postpaid plans and price adjustments. Fixed Service Revenue remained flat (+0.4%), with TIM Ultrafibra retreating 1.2% YoY.
• Profitability Expansion: Net Income surged 36.7% to R$ 4.312 billion, supported by a 15.2% increase in EBIT and effective Opex control (Operating Costs grew 3.1%, below inflation).
• Dividend Distribution: The Company distributed R$ 4.0 billion in gross dividends and interest on equity in 2025, representing a payout ratio of 92.76% of net profit.
• Capital Structure: The Company executed a share buyback program, repurchasing 33.5 million shares for R$ 748 million and canceling 28.7 million treasury shares. A reverse split and subsequent split (100:1 then 1:100) was executed in July 2025.

Guidance, Outlook, and Material Events

2026 Outlook & Strategy:

• Capex Guidance: Estimated investments for 2026 range from R$ 4.4 billion to R$ 4.6 billion, focused on 5G expansion, network modernization, and AI transformation.
• Strategic Pillars: Evolution of mobile network (5G), strengthening broadband, B2B/IoT expansion, AI acceleration, operational efficiency, and ESG consolidation.

Material Events & Agreements:

• Cooperation and Support Agreement (CSA): Proposal to extend the agreement with Telecom Italia S.p.A. via the 19th Amendment. The 2026/27 scope covers 9 projects with a price cap of €2.28 million (a 16.8% reduction vs. the previous amendment). A fairness opinion confirms pricing is competitive with market rates in Brazil and Italy.
• Acquisitions:
  • I-Systems: Agreed to acquire remaining 51% stake for R$ 950 million (Feb 2026).
  • V8 Tech: Approved acquisition of 100% of V8 Consulting S.A. to expand B2B digital transformation capabilities (Nov 2025).
• Dispute Resolution: Finalized agreement with Banco C6 S.A. to end all partnership disputes and arbitration proceedings in Q1 2025.

Risks & Contingencies:

• Regulatory/Inflation: Revenue is in local currency; inflation impacts costs and margins. ANATEL regulates tariff adjustments.
• Financial Covenants: Loans with BNDES and Debentures have restrictive covenants (financial ratios calculated semiannually); the Company reports full compliance.

Investor Verification Checklist

• Dividend Payout: Verify the final payment dates for the 6th tranche of interest on equity (due by June 30, 2026) and confirm the 92.76% payout ratio sustainability.
• CSA Extension: Review the 19th Amendment details to confirm the €2.28M cap and the specific scope of the 9 projects (Consulting, Outsourcing, Plug & Play).
• Acquisition Integration: Monitor the closing of the I-Systems acquisition (R$ 950M) and the integration of V8 Tech for B2B growth.
• Capex Execution: Track 2026 capital expenditure against the R$ 4.4B–R$ 4.6B guidance, specifically regarding 5G rollout.
• Debt Profile: Confirm continued compliance with BNDES and Debenture covenants given the Adjusted Net Debt of R$ 11.1B.