Telefonica SEC Filings

Telefônica Brasil S.A. confirms the cash amount from its approved capital reduction, totaling R$ 4,000,000,000.00, remains unchanged. Each share will receive R$ 1.25171862845, based on the shareholding position on May 22, 2026.

The payment will be made in a single installment on July 14, 2026, proportionally to each shareholder’s stake. The company also states that no treasury share acquisitions, divestitures, or cancellations occurred under its share buyback program, and that after May 22, 2026, shares will trade ex-reimbursement rights.

Telefônica Brasil S.A. reported solid Q1 2026 interim results, with consolidated net operating revenue of R$15.46 billion and net income of R$1.26 billion. Revenue and profit both increased versus Q1 2025, while basic and diluted earnings per share rose to R$0.39 from R$0.33.

Operating income improved to R$2.32 billion as higher sales more than offset increased selling and administrative expenses. Net financial expense also grew, but overall profitability still strengthened, helped by tax benefits related to interest on equity distributions.

The consolidated balance sheet remains sizable, with total assets of R$130.48 billion and equity of R$69.78 billion. Cash and cash equivalents increased to R$9.06 billion, supported by strong operating cash flow of R$5.30 billion in the quarter. The auditor’s review concluded the interim statements present fairly the company’s financial position under CPC 21 and IAS 34.

Telefônica Brasil S.A. furnished an updated version of its bylaws, detailing its corporate purpose, capital structure, and governance rules. The company’s subscribed capital is R$56,071,415,865.09, divided into 3,226,546,622 common, book‑entry, voting shares without par value.

The bylaws confirm authorized capital of up to 1,850,000,000 common shares and grant the Board of Directors authority to approve capital increases within this limit. They define broad telecommunications and digital‑services activities, Board and Executive Office composition and powers, representation rules, and the permanent Fiscal Board.

The document also formalizes profit allocation policies, including a 5% legal reserve, a minimum mandatory dividend of 25% of adjusted net income, and creation of a Reserve for Shareholder Compensation and Investments, which can receive up to 50% of annual net income within specified capital‑based limits.

Telefônica Brasil S.A. approved a transaction to acquire the remaining 24.99% stake in FiBrasil Infraestrutura e Fibra Ótica S.A. held by Telefónica Infra, S.L. Unipersonal for R$ 458,719,774.51, payable in a single installment on execution of the Share Purchase Agreement.

After completion, Telefônica Brasil will own shares representing 100% of FiBrasil’s share capital. The company stated that the transaction is exempt from review by CADE and does not require prior approval from ANATEL, and the Board authorized officers to sign all necessary agreements and documents.

Telefônica Brasil S.A. has agreed to acquire the remaining 24.99% stake in its fiber subsidiary FiBrasil from Telefónica Infra S.L. for R$458,719,774.51, paid in a single installment at signing. After this transaction, the company now owns 100% of FiBrasil’s share capital and will fully consolidate the subsidiary.

The price was supported by a valuation performed by an independent specialized firm, and the share purchase agreement includes customary terms for deals of this type. Management states that the acquisition aligns with the strategy to capture greater operational synergies in its fiber network activities by integrating FiBrasil fully into the group.

Telefônica Brasil S.A. approved the declaration of Interest on Capital, a type of shareholder distribution in Brazil, totaling R$600,000,000.00 gross based on the balance sheet of April 30, 2026. After withholding income tax at a standard rate of 17.5%, the net amount comes to R$495,000,000.00.

The indicated gross amount per share is R$0.18775779427, with a net amount per share of R$0.15490018027, initially calculated on the shareholding position of April 30, 2026. Shareholders of record at the end of May 27, 2026 will be entitled to receive this Interest on Capital, and the shares will trade ex-IoC after that date.

The payment will be made by May 30, 2027, and the distribution will be considered part of the mandatory dividends for the fiscal year ending December 31, 2026, subject to approval at the Ordinary General Shareholders’ Meeting in 2027. Shareholders with special or exempt tax status must submit supporting documentation by June 3, 2026.

Telefônica Brasil S.A. approved a proposal to declare Interest on Capital (IoC) of R$600,000,000.00 based on the balance sheet of April 30, 2026. This corresponds to R$495,000,000.00 net of withholding income tax and will count toward the mandatory minimum dividend for the fiscal year ending December 31, 2026.

The IoC equals R$0.18775779427 per share gross and R$0.15490018027 per share net, initially calculated from the shareholding position on April 30, 2026. Shareholders recorded at the end of May 27, 2026 will be entitled to the IoC, and payment will be made by April 30, 2027, with the exact date to be set by management.

Telefônica Brasil S.A. approved the declaration of interest on capital based on the April 30, 2026 balance sheet, totaling a gross amount of R$600,000,000.00, or R$495,000,000.00 net of withholding income tax. The gross IoC per share is R$0.18775779427, of which R$0.15490018027 is net. Shareholders on record at the end of May 27, 2026 will be entitled to this amount, and the shares will trade ex-IoC after that date. The net IoC will be credited toward the mandatory minimum dividend for the fiscal year ending December 31, 2026, with payment to be made by April 30, 2027 on a date to be set by management.

Telefônica Brasil reports that its previously approved capital reduction has become fully effective after the legal waiting period under Brazilian law expired on May 14, 2026. The company will reimburse shareholders R$1.25171862845 per common share, based on a shareholding position as of December 31, 2025, subject to adjustment for its Share Buyback Program and the shareholder base to be verified on May 22, 2026, after which the shares will trade ex-reimbursement rights.

Restitution will be paid in a single installment on July 14, 2026 to each shareholder in proportion to their holdings, using B3 and Banco Bradesco’s standard settlement procedures. The company also details Brazilian tax obligations and explains that non-resident investors will have income tax withheld on any capital gains, with rates between 15% and 25% depending on their tax jurisdiction and status.