TIM S.A.

6-K 1 timb20261030_6k6.htm 6-K

**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

Date of Report: October 30, 2026

Commission File Number: 001-39570

**TIM S.A.

**(Exact name of Registrant as specified in its Charter)

**João Cabral de Melo Neto Avenue, 850 – North Tower – 12 th floor

22775-057 Rio de Janeiro, RJ, 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☒ Form 40-F☐

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☐ No☒

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☐ No☒

1 PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I -SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. This private instrument is executed by the parties identified below: TIM S.A. , a publicly -held corporation enrolled with CNPJ/MF under No. 02.421.421/0001 -11, headquartered in the City and State of Rio de Janeiro, at Avenida João Cabral de Mello Neto, No. 850, Block 001, Rooms 501 to 1208, Barra da Tijuca, ZIP Code 22775 -057, regis tered with the Board of Trade of the State of Rio de Janeiro (“ JUCERJA ”) under NIRE No. 33.300.324.63 -1, herein represented pursuant to its ByLaws (hereinafter simply referred to as “ TIM” or the “ Incorporating Company ”); and I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. , a privately -held corporation enrolled with CNPJ/MF under No. 40.166.794/0001 -82, headquartered in the City and State of São Paulo, at Avenida Ermano Marchetti, 172, Annex B, Água Branca, ZIP Code 05038 -000, registered with the Board of Trade of the State of São Paulo (“ JUCESP ”) under NIRE No. 35.300.602.67 -6, herein represented pursuant to its ByLaws (hereinafter simply referred to as “ ISystems ” or the “ Incorporated Company ”); Each individually referred to as a “ Party ” and jointly as the “ Companies ” or the “Parties”; WHEREAS: (i) I-Systems, originally incorporated as FiberCo Soluções de Infraestrutura S.A., was created in the context of TIM’s strategy to develop and expand its activities related to fiber optic infrastructure and broadband services; (ii) in November 2021, a corporate transaction was completed whereby TIM disposed of control of I -Systems while remaining a minority shareholder of the company; (iii) on February 11, 2026, TIM entered into an agreement to reacquire the equity interest in I -Systems that it did not then hold, which transaction was consummated on May 6, 2026, when I -Systems became wholly owned by TIM as its wholly -owned subsidiary; (iv) for the reasons set forth herein and subject to the terms and conditions established herein, considering that the Incorporating Company holds all shares issued by I -Systems, the Parties deem it convenient and advisable to implement the incorporation of I -Systems, to be submitted to their PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. 2 shareholders for approval, so that, once the transaction is approved and consummated, the Incorporating Company will universally succeed the Incorporated Company, for all legal purposes, in all of its assets, properties, rights and obligations, with the resulting dissolution of I - Systems. The Parties hereby enter into this Protocol and Justification for Incorporation (“Protocol”), pursuant to Articles 223, 224, 225, 226 and 227 of Law No. 6,404 of December 15, 1976, as amended (“Brazilian Corporations Law”), and Resolution No. 78 of March 2 9, 2022 issued by the Brazilian Securities and Exchange Commission (“CVM Resolution No. 78/2022” and “CVM,” respectively), which will be submitted in due course for approval by the shareholders of the Incorporating Company and the Incorporated Company. 1. JUSTIFICATION AND CONDITIONS 1.1. Description. The Parties propose for approval by their respective shareholders a corporate reorganization consisting of the incorporation of I - Systems into TIM (“Incorporation”), with the resulting dissolution of I -Systems and the universal succession by TIM to all of its assets, rights and obligations, pursuant to Article 227 of the Brazilian Corporations Law. As a result of the Incorporation, TIM will succeed I -Systems in all of its legal relationships, including, without limitation, all agreements, licenses, authoriz ations, permits, grants, concessions, labor, social security and tax obligations, and any administrative or judicial proceedings, of any nature, to which I -Systems is a party or interested party. 1.2. Justification. The Parties understand that the Incorporation, pursuant to the terms and conditions set forth in this Protocol, is justified by the simplification of the TIM Group’s corporate structure following the acquisition of all of I -Systems’ capital stock, as well as the potential optimization of operating costs and more efficient allocation of investments resulting from the integration of the assets and activities carried out by the Companies. In addition, the Incorporation will consolidate, in a single company, th e assets, resources and operations related to fiber optic infrastructure and broadband services, helping strengthen TIM’s strategic positioning in these segments and improve the quality of the connectivity services offered to its customers. 1.3. Condition Precedent and Consummation of the Transaction. Consummation of the Incorporation will be subject to completion of the operational and technological procedures required to integrate I -Systems’ systems and processes into TIM’s operational structure and the full implementation of the system routines requi red to reflect the effects of the Incorporation (“Condition Precedent”). PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. 3 Management expects the Condition Precedent to be satisfied by the date of the Extraordinary Shareholders’ Meeting called to consider and approve the Incorporation. In that event, the Shareholders’ Meeting will consider and approve the transaction and the Incorporation will become effective on December 1, 2026 (“Effective Date”). If the Condition Precedent has not been satisfied by the date of the Shareholders’ Meeting, the resolutions approving the Incorporation will be subject, for their effectiveness, to the Condition Precedent and will authorize TIM’s Management to certify sati sfaction of the Condition Precedent and establish a new Effective Date for the transaction. As of the Effective Date, the Incorporation will be deemed consummated for all legal purposes, with the resulting dissolution of I -Systems and its universal succession by TIM. 1.4. Prior Approval and ANATEL License. I-Systems holds authorizations from the Brazilian Telecommunications Agency – ANATEL to provide Multimedia Communication Services – SCM and Private Limited Services – SLP (“Authorizations”). ANATEL approved the transaction and the resulting transfer and co nsolidation, in TIM’s name, of the Authorizations and other regulatory registrations relating to the services currently provided by I -Systems pursuant to Decision No. 277 of October 16, 2026 and Act No. 13,546, dated October 27, 2026 (Proceeding No. 53500.069420/2026 -83), in accordance with applicable regulations . 1.5. Absence of Economic Concentration. Considering that the Incorporation is a corporate reorganization between a parent company and its wholly -owned subsidiary that will result in the consolidation of the Incorporated Company’s operations and activities into its sole shareholder, TIM, it does not constitute an economic concentration transaction subject to submission to the Brazilian Administrative Council for Economic Defense – CADE. 2. APPRAISAL 2.1 Appraisal Criterion and Base Date. I-Systems will be incorporated into TIM based on the book value of its shareholders’ equity as of July 31, 2026 (“Base Date”). 2.2 Appraisal Report. The appraisal report, prepared in accordance with Articles 226 and 227 of the Brazilian Corporations Law, was issued by the specialized firm APSIS CONSULTORIA E AVALIAÇÕES LTDA ., registered with CNPJ/MF under No. 08.681.365/0001 -30 and with the CRC under No. 005112/O - 9, headquartered in the City and State of Rio de Janeiro, at Rua do Passeio, No. 62, 6th Floor, Centro , ZIP Code 20021 -280 (“ Apprais al Firm ”), based on the PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. 4 appraisal of I -Systems’ book shareholders’ equity as of the Base Date in accordance with accounting practices adopted in Brazil, ad referendum of the shareholders of the Parties hereto, and is attached hereto as Annex I (“Appraisal Report ”). 2.3 Independence of the Apprais al Firm . The Apprais al Firm represented that: (i ) it is unaware of any direct or indirect conflict of interest or any other circumstance representing a conflict of interest in connection with the preparation of the Appraisal Report; and (ii) it is unaware of any action by the officers of the Companies i ntended to direct, limit or hinder, or any act that has or could have impaired, access to, use of or knowledge of information, documents or work methodologies relevant to the quality of the services provided. 2.4 Changes in Shareholders’ Equity. In compliance with Article 224, item III, of the Brazilian Corporations Law, revenues, expenses and changes in shareholders’ equity occurring between the Base Date and the Effective Date will be recorded in I -Systems and subsequently absorbed by the Incorp orating Company, without any change to the amounts adopted for purposes of the Incorporation. 2.5 Shareholders’ Equity. Based on the Appraisal Report, the total book value of I-Systems’ shareholders’ equity as of the Base Date to be incorporated into TIM amounts to R$1,562,205,580.51 (one billion, five hundred sixty -two million, two hundred five thousand, five hundred eighty Brazilian reais and fifty - one centavos). 3. CURRENT CAPITAL STOCK, CAPITAL STOCK AFTER THE INCORPORATION, SHARE EXCHANGE, VOTING AND ECONOMIC RIGHTS 3.1 TIM’s Current Capital Stock. TIM’s subscribed and paid -in capital stock as of the Base Date is R$13,477,890,507.55 (thirteen billion, four hundred seventy -seven million, eight hundred ninety thousand, five hundred seven Brazilian reais and fifty -five centavos), divided into 2,392,125, 889 (two billion, three hundred ninety -two million, one hundred twenty -five thousand, eight hundred eighty -nine) registered, book -entry common shares with no par value. 3.2 I- Systems’ Current Capital Stock. I-Systems’ subscribed and paid -in capital stock as of the Base Date is R$2,394,287,995.00 (two billion, three hundred ninety -four million, two hundred eighty -seven thousand, nine hundred ninety -five Brazilian reais), divided into 2,394,287,995 (two billion , three hundred ninety -four million, two hundred eighty -seven thousand, nine hundred ninety -five) registered common shares with no par value. PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. 5 3.3 TIM’s Capital Stock after the Incorporation. As a result of the Incorporation, there will be no increase in TIM’s capital stock or issuance of new TIM shares because I -Systems is its wholly -owned subsidiary. Accordingly, the investment currently recorded in the Incorporating Company’s equity, represe nted by all shares issued by I -Systems, will be replaced by the Incorporated Company’s assets and liabilities, with no change to TIM’s capital stock. 3.4 I- Systems’ Capital Stock after the Incorporation. Upon consummation of the Incorporation on the Effective Date, I -Systems will be dissolved, with the resulting extinguishment of its capital stock and all shares issued by it. 3.5 Absence of Share Exchange Ratio. Considering that all shares issued by I-Systems are held by TIM as its wholly -owned subsidiary, the Incorporation will not involve the exchange of I -Systems shares for TIM shares and, consequently, no share exchange ratio will be established in connection with the transaction. 3.6 Absence of Withdrawal Rights. The Incorporation will not give TIM shareholders withdrawal rights pursuant to Articles 136, item IV, and 137 of the Brazilian Corporations Law because the transaction involves the incorporation of a wholly -owned subsidiary and will not result in any chang e to equity interests, shareholders’ rights or TIM’s capital structure. 3.7 Absence of Appraisal of Shareholders’ Equity at Market Prices for Purposes of Article 264 of the Brazilian Corporations Law. Considering that TIM holds all shares issued by I -Systems and that the Incorporation will not involve a share exchange ratio, issuance of new shares or change in the interests held by TIM shareholders, Article 264 of the Brazilian Corporations Law does not apply to the Incorporation. 3.8 Absence of Financial Statements for Purposes of CVM Resolution No. 78/2022. Considering that the Incorporation will not dilute the interests held by TIM shareholders, pursuant to Article 16 of CVM Resolution No. 78/2022, the transaction is exempt from the requirement to prepar e the financial statements and pro forma financial information provided for in Articles 6 and 7 of such Resolution. Nevertheless, to support the Incorporation and preparation of the Appraisal Report, condensed financial statements of I -Systems as of the Bas e Date of July 31, 2026 were prepared and audited by an independent auditor. 4. OTHER CONDITIONS APPLICABLE TO THE INCORPORATION AND GENERAL PROVISIONS 4.1. Dissolution of I -Systems. As a result of the Incorporation, I -Systems will be dissolved on the Effective Date pursuant to Article 227 of the Brazilian PROTOCOL AND JUSTIFICATION FOR INCORPORATION OF I-SYSTEMS SOLUÇÕES DE INFRAESTRUTURA S.A. INTO TIM S.A. 6 Corporations Law, and TIM’s officers will arrange for filing and publication of the acts relating to the Incorporation. 4.2. Closing of Branches. As a result of the Incorporation, all branches of the Incorporated Company will be closed and no branch of the Incorporated Company will be transferred to the Incorporating Company. 4.3. Corporate Approvals. The Incorporation will be submitted for prior review by TIM’s Statutory