Business Context and Reporting Period
This Form 6-K filing by TELEFONICA BRASIL S.A. (NYSE: VIV; B3: VIVT3) covers the month of February 2025. The report discloses a material fact regarding the completion of a capital reduction previously approved by shareholders on December 18, 2024. The filing was signed on February 18, 2025.
Key Financial Metrics
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the period. The primary financial disclosure relates to a capital return event:
- Capital Reimbursement Amount: R$1.22651176012 per common share (calculated based on outstanding shares as of October 31, 2024).
- Payment Date: July 15, 2025 (single installment).
- Record Date: February 27, 2025.
- Share Buyback Impact: The per-share reimbursement amount may be adjusted based on the shareholding base verified on the Record Date due to an active Share Buyback Program.
Material Changes
The material change reported is the expiration of the legal deadline for the capital reduction on February 17, 2025, rendering the reduction fully effective. Consequently, the company will proceed with the restitution of capital to shareholders. Shares issued after the Record Date will trade ex-reimbursement rights.
Guidance, Outlook, and Tax Contingencies
The filing details specific tax contingencies and administrative procedures for shareholders:
- Resident Shareholders (Brazil): Potential gains may be subject to income tax; shareholders are responsible for consulting advisors and paying applicable taxes.
- Non-Resident Shareholders: The company will withhold Income Tax (IRRF) on capital gains. Rates range from 15% to 25% depending on the jurisdiction and gain amount.
- Withholding Rules:
- 15% on gains up to R$5,000,000.
- 17.5% on gains between R$5,000,000 and R$10,000,000.
- 20% on gains between R$10,000,000 and R$30,000,000.
- 22.5% on gains exceeding R$30,000,000.
- 25% flat rate for residents of countries with favorable taxation.
- Documentation Deadline: Non-resident shareholders must submit acquisition cost data by March 10, 2025. Failure to do so will result in the company assuming a zero acquisition cost (taxing the full reimbursement as capital gain) and applying the 25% tax rate.
Investor Verification Checklist
- Verify the final per-share reimbursement amount after the February 27, 2025 Record Date, considering the impact of the Share Buyback Program.
- Confirm the tax residency status and applicable withholding rates for non-resident shareholders.
- Ensure non-resident shareholders submit required acquisition cost documentation by the March 10, 2025 deadline to avoid maximum tax withholding.
- Monitor the July 15, 2025 payment execution and confirm receipt of funds via the designated banking channels (Banco Bradesco or Brokerage Firms).