UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2025
Commission File Number: 001-14475
TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)
TELEFONICA BRAZIL S.A.
(Translation of registrant’s name into English)
Av. Eng° Luís Carlos Berrini, 1376 - 28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | X |
| Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes |
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| No | X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes |
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| No | X |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ 02.558.157/0001-62 – NIRE 35.3.0015881-4
MINUTES OF THE 497th MEETING OF THE BOARD OF DIRECTORSOF
TELEFÓNICA BRASIL S.A., HELD ON JULY 10, 2025
1. DATE, TIME AND VENUE: On July 10, 2025,at 10:30 a.m. (São Paulo local time), held virtually, as provided by Article 19, paragraph 1, of the Internal Regulations of theBoard of Directors and Technical and Advisory Committees of Telefônica Brasil S.A. (“Company”).
2. CALL NOTICE AND ATTENDANCE: The call noticewas made in accordance with the Company’s Bylaws. The members of the Company’s Board of Directors who subscribe these minuteswere present, thus establishing quorum under the Bylaws for the installation of the meeting. The Board Members Mr. Jordi Gual Solé,Mr. Marc Xirau Trias, and Mr. Francisco Javier de Paz Mancho were represented by the Chairman of the Board, Mr. Eduardo Navarro de Carvalho,by proxy. Also present were the Chief Financial and Investor Relations Officer, Mr. David Melcon Sanchez-Friera; the Chief Strategy andRegulatory Officer, Mr. Ricardo Guillermo Hobbs; and the General Secretary and Chief Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira,acting as Secretary of the Meeting.
3. PRESIDING BOARD: Eduardo Navarro de Carvalho – Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira – Secretaryof the Meeting.
4. AGENDA AND RESOLUTION: The members ofthe Company’s Board of Directors reviewed a proposed transaction involving the execution of a Share Purchase Agreement between theCompany, Caisse de dépôt et placement du Québec (“La Caisse”) and Fibre Brasil ParticipaçõesS.A. (“Fibre Brasil” and, together with La Caisse the “La Caisse Group”), which sets forth the termsand conditions for the acquisition by the Company of all shares issued by Fibrasil Infraestrutura e Fibra Ótica S.A. (“Fibrasil”)held by the La Caisse Group, representing 50% of Fibrasil’s share capital, as well as a subscription bonus issued by Fibrasil (“Transaction”).
The Transaction is subject to the fulfillment ofcertain customary precedent conditions for this type of operation, including prior approval by the Administrative Council for EconomicDefense – CADE and the National Telecommunications Agency – ANATEL, as well as, if applicable, submission to the Company’sGeneral Shareholders’ Meeting, pursuant to Article 256 of Law No. 6,404, dated December 15, 1976.
If the Transaction is completed, the Company willown shares representing 75.01% of Fibrasil’s total capital stock, while Telefónica Infra S.L. Unipersonal will retain a 24.99%stake.
The purchase price of the Transaction will be R$850,000,000.00,to be paid in a single installment by the Company to the La Caisse Group on the closing date of the Transaction. If the closing occursmore than 90 days after the SPA signing date, the CDI rate (Interbank Deposit Certificate) will apply, calculated on a pro rata diebasis.
In this regard, the members of the Company’sBoard of Directors present at the Meeting discussed as follows:
4.1. Approval of the terms and conditions ofthe Transaction, including the signing of the SPA
The members of the Board of Directors unanimouslyand without reservations approved the terms and conditions of the Transaction, consisting of the acquisition by the Company, through theexecution of the SPA, of all shares issued by Fibrasil held by the La Caisse Group, representing 50% of Fibrasil’s share capital,as well as the subscription bonus issued by Fibrasil.
4.2. Authorization for the Company’s Officersto take all necessary actions to implement the Transaction
Finally, the Board of Directors authorized the Company’sOfficers to take all necessary measures and perform all acts required to implement the Transaction, including the execution of (i) theSPA between the Company and the La Caisse Group; and (ii) all other contracts and documents necessary for the implementation of the Transaction.
5. CLOSING: There being no further businessto discuss, the Chairman of the Board of Directors declared the meeting adjourned and these minutes were drawn up. São Paulo, July10, 2025. (signed) Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Andrea Capelo Pinheiro; Cesar Mascaraque Alonso;Christian Mauad Gebara; Cristina Presz Palmaka de Luca; Denise Soares dos Santos; Francisco Javier de Paz Mancho (represented by EduardoNavarro de Carvalho by proxy); Gregorio Martínez Garrido; Ignácio Maria Moreno Martínez; Jordi Gual Solé (representedby Eduardo Navarro de Carvalho by proxy); Marc Xirau Trias (represented by Eduardo Navarro de Carvalho by proxy); and Solange Sobral Targa.Secretary of the Meeting: Breno Rodrigo Pacheco de Oliveira.
I hereby certify that these minutes are afaithful copy of the minutes of the 497th Meeting of the Board of Directors of Telefônica Brasil S.A., held on July 10, 2025, drawnup in the Company’s book. This is a free English translation
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Breno Rodrigo Pacheco de Oliveira
Secretary of the Meeting
São Paulo, July 10,2025.
Telefônica Brasil S.A.
Investor Relations
Email: ir.br@telefonica.com
More information available at ri.telefonica.com.br/en
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| TELEFÔNICA BRASIL S.A. | |||
| Date: | July 10, 2025 |
| By: | /s/ João Pedro Carneiro | |
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| Name: | João Pedro Carneiro |
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| Title: | Investor Relations Director |