Business Context and Reporting Period
This Form 6-K filing contains the minutes of the 28th Ordinary Shareholders Meeting of TELEFÓNICA BRASIL S.A., held on April 16, 2026. The meeting addressed corporate governance matters and financial resolutions for the fiscal year ended December 31, 2025. Shareholders representing approximately 91.93% of the common shares attended, establishing a legal quorum.
Key Financial Metrics
The filing provides specific data regarding the allocation of net income for the fiscal year 2025. Detailed revenue, cash flow, or debt figures are not included in this specific document.
- Net Profit of the Year (2025): R$ 6,167,905,583.85
- Adjusted Net Profit (after legal reserve and tax incentives): R$ 5,851,951,506.86
- Mandatory Dividends (25% of net income): R$ 1,462,987,876.71
- Interest on Capital Declared (2025): R$ 3,370,000,000.00
- Net Profit Available for Distribution: R$ 2,642,661,381.37
- Global Annual Compensation Limit (2025): R$ 59,548,905.04 (net of social charges)
- Global Annual Compensation Limit (2026): R$ 69,623,394.71 (net of social charges)
Material Changes and Resolutions
Shareholders approved the following key resolutions:
- Financial Statements Approval: The management accounts, financial statements, and accompanying reports for the fiscal year ended December 31, 2025, were approved by majority vote.
- Results Allocation: The proposal to allocate net income, including mandatory dividends and interest on capital, was approved. Interest on capital payments occurred on December 2, 2025, and April 14, 2026.
- Fiscal Board Elections:
- Minority Election: Gabriela Soares Pedercini (effective) and Isabella Farah Costa (alternate) were elected by minority shareholders.
- General Election: Sergio Barcelos Dutra de Almeida, Stael Prata Silva Filho (alternate), Luciana Doria Wilson, and Charles Edwards Allen (alternate) were elected by the general body of shareholders.
- Compensation Limits: The global annual remuneration limit for administrators and the Fiscal Board was re-ratified for 2025 and set for 2026, representing an increase in the approved limit for the upcoming fiscal year.
Guidance, Outlook, and Risks
This filing is a record of a shareholders' meeting and does not contain forward-looking guidance, management commentary on future operational outlook, or specific risk factors. The document notes that the minutes were prepared in summary form and that shareholders waived the reading of full documents, which were previously published online.
Investor Verification Checklist
- Verify the full text of the 2025 Financial Statements and Management Report published on the Company's website (ri.telefonica.com.br) and CVM/B3 portals, as this filing only confirms their approval.
- Confirm the payment dates and amounts for the Interest on Capital (R$ 3.37 billion) and Mandatory Dividends (R$ 1.46 billion) against the Company's investor relations calendar.
- Review the Consolidated Remote Voting Map (Exhibit A) for detailed breakdowns of votes by major institutional shareholders.
- Monitor the execution of investiture instruments by the newly elected Fiscal Board members to confirm their official assumption of office.