TELEFONICA BRASIL S.A.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Feb 24, 2026
Contents
Note
- PENSIONS PLANS AND OTHER POST-EMPLOYMENT BENEFITS
31.a. Accounting policy
The Company and its subsidiaries individually sponsor pension funds of post-retirement benefits for active and retired employees, in addition to a multisponsor supplementary retirement plan and health care plan for former employees. Contributions are determined on an actuarial basis and recorded on an accrual basis. Liabilities relating to defined benefit plans are determined based on actuarial evaluations at each year-end, in order to ensure that sufficient reserves have been set up for both current and future commitments.
The Company and its subsidiaries manage and individually sponsors a health care plan for retired employees and former employees with fixed contributions to the plan, in accordance with Law No. 9656/1998 (which provides for private health care and health insurance plans). As provided for in Articles 30 and 31 of said law, participants shall have the right to the health care plan in which they participated while they were active employees.
Actuarial liabilities related to defined benefit plans were calculated using the projected unit credit method. Actuarial gains and losses are recognized immediately in equity (in other comprehensive income).
For plans with defined contribution characteristics, the obligation is limited to the contributions payable, which are recognized in the P&L in the respective accrual periods.
The asset or liability related to defined benefit plan to be recognized in the financial statements corresponds to the present value of the obligation for the defined benefit (using a discount rate based on long-term National Treasury Notes – “NTNs”), less the fair value of plan assets that will be used to settle the obligations. Plan assets are assets held by a privately held supplementary pension plan entity. Plan assets are not available to the Company’s creditors or those of its subsidiaries and cannot be paid directly to the Company or its subsidiaries. The fair value is based on information on market prices and, in the case of securities quoted, on the purchase price disclosed. The value of any defined benefit asset then recognized is limited to the present value of any economic benefits available as a reduction in future plan contribution from the Company.
Actuarial costs recognized in the statement of income are limited to the service cost and cost of interest on the defined benefit plan obligation. Any changes in the measurement of plan assets and obligations are initially recognized in other comprehensive income, and immediately reclassified to retained earnings in P&L.
31.b. Critical estimates and judgments
The cost of pension plans with defined benefits and other post-employment health care benefits and the present value of the pension obligation are determined using actuarial valuation methods. Actuarial valuation involves use of assumptions about discount rates, future salary increases, mortality rates and future increases in pension and annuity benefits. The obligation for defined benefits is highly sensitive to changes in these assumptions. All assumptions are reviewed on an annual basis.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The mortality rate is based on publicly available mortality tables in the country. Future salary increases, and pension increases are based on expected future inflation rates for the country.
31.c. Information on pension plans and other post-employment benefits
The plans sponsored by the Company and its subsidiaries and the related benefit types are as follows:
| Plan | Type | Entity | Sponsor |
|---|---|---|---|
| PBS-A | Defined benefit (DB) | Sistel | Telefônica Brasil, jointly with other telecoms resulting from privatization of the Sistema Telebrás |
| PAMA / PCE | Defined benefit (DB) | Sistel | Telefônica Brasil, jointly with other telecoms resulting from privatization of the Sistema Telebrás |
| Healthcare – Law No. 9656/98 | Defined benefit (DB) | Telefônica Brasil | Telefônica Brasil, Terra Networks, TGLog, TIS, CloudCo Brasil and FiBrasil |
| CTB | Defined benefit (DB) | Telefônica Brasil | Telefônica Brasil |
| Telefônica BD | Defined benefit (DB) | VisãoPrev | Telefônica Brasil |
| VISÃO | Defined contribution (DC) / Hybrid | VisãoPrev | Telefônica Brasil, Terra Networks, TGLog, TIS, CloudCo Brasil, CyberCo Brasil and FiBrasil |
The Company has participation in the decisions that directly affect the governance of the plans, with members nominated for both the Deliberative Council and the Fiscal Council of the administrators Visão Prev Sociedade de Previdência Complementar (“Visão Prev”) and Fundação Sistel de Seguridade Social (“Sistel”).
The defined benefit obligation is made up of different components, according to the pension characteristic of each plan, and may include the actuarial liabilities of supplementary pension liabilities, health care benefits to retirees and dependents or compensation for death or disability of members. This liability is exposed to economic and demographic risks, such as: (i) increases in medical costs that could impact the cost of health care plans; (ii) salary growth; (iii) long-term inflation rate; (iv) nominal discount rate; and (v) life expectancy of members and pensioners.
The fair value of plan assets is primarily comprised of fixed income investments (NTN's, LFT’s, LTN's, repurchase agreements, CDBs, debentures, letters of guarantee and FIDC shares) and equity investments (highly liquid, well regarded, large company shares and investments in market indices).
Due to the concentration of fixed income and floating rate investments plan assets are mainly exposed to the risks inherent in the financial market and economic environment such as: (i) market risk in the economic sectors where variable income investments are concentrated; (ii) risk events that impact the economic environment and market indices where variable income investments are concentrated; and (iii) the long-term inflation rate that may erode the profitability of fixed income investments at fixed rates.
The companies that administer post-employment benefits plans sponsored by the Company (Visão Prev and Sistel) seek to meet the flows of assets and liabilities through the acquisition of fixed income securities and other long-term assets.
With the exception of the Companhia Telefônica Brasileira ("CTB") and the healthcare plan under Law No. 9656/98, generally all benefit plans that have funds constituted present a surplus position. The economic benefit recorded in the Company's assets or that of its subsidiaries does not reflect the total surplus determined in these plans, as it only considers only the portion of the surplus which presents a real possibility of recovery. The means of plan surplus recovery is solely through reductions in future contributions and given that not all plans currently receive enough contributions for full recovery of surpluses, the economic benefit recorded under assets is limited to the total possible recovery amount in accordance with projected future contributions.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The position of plan assets is on December 31, 2025 and 2024, respectively, and plan assets were apportioned based on the Company’s actuarial liabilities in relation to the total actuarial liabilities of the plan.
The actuarial gains and losses generated in each year are immediately recognized in equity (in other comprehensive income).
The following is a summary of the pension plans and other post-employment benefits:
31.c.1. Post-Employment Health Benefits Plans
The actuarial valuation made for the PAMA health plan used the registration of the participants with a base date of August 31, 2025, while the actuarial valuation made for the health plan Law No. 9,656/98 used the registration of the participants with a base date of September 30, 2025, both plans projected for December 31, 2025.
For comparative exercises, the actuarial valuation made for the PAMA health plan used the registration of the participants with a base date of August 31, 2024, while the actuarial valuation made for the health plan Law No. 9,656/98 used the registration of the participants with a base date of September 30, 2024, both plans projected for December 31, 2024.
In September 2025, changes occurred in the health plan for employees and retirees (Law No. 9,656): the Company carried out a review and adjustments to the methodology used for calculating medical costs for active employees and retirees (eligible under Law No. 9,656), including a review of assumptions such as: discount rates for actuarial liabilities, aging factor (increase in the use of medical services during the period), and take-up (percentage of terminated/retired employees eligible for the benefit under Law No. 9,656). The consolidated accounting effects of these changes were: (i) R$105,841 in pension plan and other post-employment benefit liabilities (note 23); (ii) R$24,223 in other comprehensive income (equity), net of taxes; (iii) R$13,178 in deferred income tax and social contribution (note 8.e); and (iv) R$68,440 in general and administrative expenses (personnel expenses, charges, and social benefits) (note 26).
31.c.1.1. Healthcare Plan to Retirees and Special Coverage Program (PAMA and PAMA-PCE)
The Company, together with other companies of the former Telebrás System, at shared cost, sponsor health care plans (PAMA and PAMA-PCE) to retirees. These plans are managed by Fundação Sistel and are closed plans, not admitting new members.
Contributions to the plans are determined based on actuarial valuations prepared by independent actuaries, in accordance with the rules in force in Brazil. The funding procedure is the capitalization method and the sponsor’s contribution are at the fixed percentage of payroll of employees covered by the Telefônica BD plan.
31.c.1.2. Health care plan – Law No. 9656/1998
The Company manages and together with its subsidiaries sponsors a health care plan to retired employees and former employees with fixed contributions to the plan, in accordance with Law No. 9656/98.
As provided for in Articles 30 and 31 of said law, participants shall have the right to the health care plan in which they participated while they were active employees. Benefitted participants are classified as (i) retirees and their dependents; and (ii) dismissed employees and their dependents.
Retirees and dismissed employees, in order to keep their right to the benefits, must make contributions to the plan in accordance with the contribution tables by age bracket established by carriers and/or insurance companies.
31.c.2. Post-employment Social Security Plans
Post-employment pension plans include: PBS Assistidos (“PBS-A”), CTB, Telefônica BD and Visão.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The actuarial assessment carried out for the CTB, PBS-A, Telefônica BD and Plano Visão pension plans used the participant registry with a base date of July 31, 2025, projected to December 31, 2025, and the participant registry with a base date of July 31, 2024, projected to December 31, 2024.
31.c.2.1. PBS Assisted Plan (PBS-A)
The PBS-A plan is a defined benefit private pension plan managed by Sistel and sponsored by the Company jointly with the other telecommunications companies originating in the privatization of the Telebrás System. The plan is subject to funding by sponsors in the case of any asset insufficiency to ensure pension supplementation of participants in the future.
The PBS-A plan comprises assisted participants of the Sistel Benefit Plan who were already retirees on January 31, 2000, from all the participating sponsors, with joint liability of all sponsors to the plan and Sistel.
According to PREVIC Ordinances No. 249/23 and No. 926/24, dated March 14, 2023 and November 8, 2024, and published in the Official Gazette on April 13, 2023 and November 14, 2024, respectively, Sistel approved distributions of part of its surplus, in the form of a special PBS-A reserve, with reversion of amounts to sponsors and improvement of benefits, in the form of temporary income, to beneficiaries. The Company's share in the distribution of this reserve was calculated at R$89,130 for the distribution approved in 2023 and R$114,852 for the distribution approved in 2024, with distributions expected in the form of 36 monthly payments, adjusted by the plan's income (Note 11).
According to Ordinance No. 753 of the National Superintendency of Complementary Pensions (“PREVIC”), published in the Official Gazette on August 20, 2025, the distribution by Sistel of the PBS-A plan surpluses for the years 2022 and 2023 was approved, with the reversal of amounts to the sponsors and temporary additional income to the beneficiaries. The Company's share in the distribution of these surpluses was calculated at R$107,077, with distributions scheduled in the form of 36 monthly payments, adjusted by the plan's yield. The consolidated accounting effects of this distribution were: (i) R$107,077 in assets (surplus) of post-employment benefit plans (Note 11); (ii) R$70,671 in other comprehensive income (equity), net of taxes; and (iii) R$36,406 in income tax and social contribution payable (Note 8.d).
Even considering the distribution of the reserve approved by PREVIC, PBS-A still has assets in excess of actuarial obligations as of December 31, 2025 and 2024. These surpluses were not recognized due to the lack of legal provision for their reimbursement and, as they are not a contributory plan, no deduction is possible in future contributions.
31.c.2.2. CTB Plan
Contributions to the CTB plan are determined based on actuarial valuations prepared by independent actuaries, in accordance with the rules in force in Brazil. The funding procedure is the capitalization method and the sponsor’s contribution are a fixed percentage of payroll of employees covered by the plan.
The Company also individually manages and sponsors the CTB plan, originally provided to former employees of CTB who were in the Company in 1977, with whom an individual retirement concession agreement was executed to encourage their resignation. This is an informal pension supplementation benefit paid to former employees directly by the Company. These plans are closed, and no other members are admitted.
31.c.2.3. Telefônica DB Plan
The Company individually sponsors the defined benefit retirement, Telefônica DB plan.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
In order to improve allocation of Telefônica DB plan assets and analyze the coverage ratio of plan obligations in future years, a stochastic Application Lifecycle Management (“ALM”) study was prepared by Visão Prev and Willis Towers Watson. This ALM study aimed at projecting the ratio between coverage of liabilities (solvency ratio) and the risk of mismatching measured by the standard deviation of the solvency ratio. The study concluded that the plan presents sustainable projection of their coverage ratio with the current investments’ portfolio.
At the time of the concession, a benefit is calculated which will be paid in a lifelong form and updated by inflation. This plan is not open to new accessions.
The contributions are defined according to the costing plan, which is calculated considering financial, demographic and economic hypotheses in order to accumulate enough resources to pay the benefits to the participants who are already receiving them, and to the new pensions.
31.c.2.4. VISÃO Plans
The Visão Telefônica and Visão Multi plans, due to their similarity, are now shown together under the name Visão.
The Company and its subsidiaries sponsor defined contribution plans with defined benefit components (hybrid plans) and pension benefits, the Visão plans, managed by Visão Prev. The contribution is attributed to each subsidiary in the economic and demographic proportion of its respective obligation to the plan.
The contributions made by the Company and subsidiaries related to defined contribution plans totaled R$65,641 and R$60,106 on December 31, 2025 and 2024, respectively.
The contributions to the Visão Telefônica and Visão Multi plans are: (i) basic and additional contribution, with contributions made by the participant and sponsor; and (ii) additional, sporadic and specific contribution, with contributions made only by the participant.
In addition, the participant has the possibility to choose one of five investment profiles to apply to their balance, and they are: Super Conservative, Conservative, Moderate, Aggressive and Aggressive Fixed Income Long-Term.
31.c.3. Consolidated information on pension plans and other post-employment benefits
31.c.3.1. Reconciliation of net liabilities (assets)
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Present value of DB plan obligations | 1,988,953 | 1,567,671 | 3,556,624 | 1,954,418 | 1,548,742 | 3,503,160 | |
| Fair value of plan assets | 2,971,714 | 846,635 | 3,818,349 | 3,158,617 | 885,337 | 4,043,954 | |
| Net liabilities (assets) | (982,761) | 721,036 | (261,725) | (1,204,199) | 663,405 | (540,794) | |
| Asset limitation | 865,364 | — | 865,364 | 1,112,307 | — | 1,112,307 | |
| Current assets | (85,323) | — | (85,323) | (73,314) | — | (73,314) | |
| Non-current assets | (97,584) | — | (97,584) | (83,732) | — | (83,732) | |
| Current liabilities | 8,890 | 18,435 | 27,325 | 8,678 | 22,349 | 31,027 | |
| Non-current liabilities | 56,620 | 702,601 | 759,221 | 56,476 | 641,056 | 697,532 | |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
31.c.3.2. Total expenses recognized in the statement of income
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Post-retirement pension plans | Post-retirement health plans | Total | Post-retirement pension plans | Post-retirement health plans | Total | Post-retirement pension plans | Post-retirement health plans | Total | |
| Current service cost | 1,836 | (78,414) | (76,578) | 2,037 | 15,806 | 17,843 | 1,747 | 9,378 | 11,125 |
| Net interest on net actuarial assets/liabilities | (11,101) | 70,454 | 59,353 | 71 | 91,769 | 91,840 | 5,903 | 68,825 | 74,728 |
| Total | (9,265) | (7,960) | (17,225) | 2,108 | 107,575 | 109,683 | 7,650 | 78,203 | 85,853 |
31.c.3.3. Amounts recognized in other comprehensive income (loss)
| 2025 | 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Post-retirement pension plans | Post-retirement health plans | Total | Post-retirement pension plans | Post-retirement health plans | Total | Post-retirement pension plans | Post-retirement health plans | Total | |
| Actuarial losses (gains) | 279,120 | 77,882 | 357,002 | (73,304) | (425,490) | (498,794) | 352,011 | 352,974 | 704,985 |
| Asset limitation effect | (373,341) | — | (373,341) | (56,647) | — | (56,647) | (431,071) | (126,032) | (557,103) |
| Total | (94,221) | 77,882 | (16,339) | (129,951) | (425,490) | (555,441) | (79,060) | 226,942 | 147,882 |
Income tax and social contribution levied on the total amounts recognized in other comprehensive income were:(i) in 2025: R$6,277, with R$30,129 in deferred income tax and social contribution and R$36,406 in current income tax and social contribution (ii) in 2024: R$188,153, of which R$149,103 was deferred income tax and social contribution and R$39,050 was current income tax and social contribution; an (iii) in 2023: (R$48,925), of which (R$79,229) was deferred income tax and social contribution and R$30,304 was current income tax and social contribution.
31.c.3.4. Changes in amount net of liability (asset) of defined benefit, net
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Net defined benefit liability (asset) at the beginning of the year | (91,892) | 663,405 | 571,513 | 5,971 | 997,064 | 1,003,035 | |
| Expenses | (9,265) | (7,960) | (17,225) | 2,108 | 107,575 | 109,683 | |
| Sponsor contributions | (9,310) | (13,453) | (22,763) | (9,588) | (15,744) | (25,332) | |
| Amounts recognized in OCI | (94,220) | 77,882 | (16,338) | (129,951) | (425,490) | (555,441) | |
| Distribution of reserves | 87,290 | 1,162 | 88,452 | 39,568 | — | 39,568 | |
| Net defined benefit liability (asset) at the end of the year | (117,397) | 721,036 | 603,639 | (91,892) | 663,405 | 571,513 | |
| Actuarial assets per balance sheet | (182,907) | — | (182,907) | (157,046) | — | (157,046) | |
| Actuarial liabilities per balance sheet | 65,510 | 721,036 | 786,546 | 65,154 | 663,405 | 728,559 | |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
31.c.3.5. Changes in defined benefit liability
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Defined benefit liability at the beginning of the year | 1,954,418 | 1,548,742 | 3,503,160 | 2,167,726 | 1,917,650 | 4,085,376 | |
| Current service costs | 1,836 | (78,414) | (76,578) | 2,037 | 15,806 | 17,843 | |
| Interest on actuarial liabilities | 209,624 | 164,466 | 374,090 | 186,004 | 172,297 | 358,301 | |
| Benefits paid | (203,926) | (87,101) | (291,027) | (196,336) | (82,107) | (278,443) | |
| Member contributions paid | 233 | — | 233 | 182 | — | 182 | |
| Actuarial losses (gains) adjusted by experience | 1,910 | (27,572) | (25,662) | 94,337 | (67,734) | 26,603 | |
| Actuarial losses (gains) adjusted by financial assumptions | 24,858 | 46,388 | 71,246 | (299,532) | (407,170) | (706,702) | |
| Business combination | — | 1,162 | 1,162 | — | — | — | |
| Defined benefit liability at the end of the year | 1,988,953 | 1,567,671 | 3,556,624 | 1,954,418 | 1,548,742 | 3,503,160 | |
31.c.3.6. Changes in the fair value of plan assets
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Fair value of plan assets at the beginning of the year | 3,158,617 | 885,337 | 4,043,954 | 3,233,947 | 920,586 | 4,154,533 | |
| Benefits paid | (195,914) | (73,700) | (269,614) | (188,315) | (66,412) | (254,727) | |
| Participants contributions paid | 233 | — | 233 | 182 | — | 182 | |
| Sponsor contributions paid | 1,297 | 52 | 1,349 | 1,566 | 49 | 1,615 | |
| Interest income on plan assets | 347,122 | 94,012 | 441,134 | 282,696 | 80,528 | 363,224 | |
| Return on plan assets excluding interest income | (252,351) | (59,066) | (311,417) | (131,891) | (49,414) | (181,305) | |
| Distribution of reserves | (87,290) | — | (87,290) | (39,568) | — | (39,568) | |
| Fair value of plan assets at the end of the year | 2,971,714 | 846,635 | 3,818,349 | 3,158,617 | 885,337 | 4,043,954 | |
31.c.3.7. Changes in asset limitation
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Asset Limitation at the beginning of the year | 1,112,307 | — | 1,112,307 | 1,072,192 | — | 1,072,192 | |
| Interest on the asset limitation | 126,398 | — | 126,398 | 96,762 | — | 96,762 | |
| Changes in the assets limitation, except interest | (373,341) | — | (373,341) | (56,647) | — | (56,647) | |
| Asset Limitation at the end of the year | 865,364 | — | 865,364 | 1,112,307 | — | 1,112,307 | |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
31.c.3.8. Results projected for 2026
| Post-retirement pension plans | Post-retirement health plans | Total | |
|---|---|---|---|
| Current service cost | 1,789 | 6,068 | 7,857 |
| Net interest on net defined benefit liability/asset | (13,578) | 77,642 | 64,064 |
| Total | (11,789) | 83,710 | 71,921 |
31.c.3.9. Sponsoring company contributions projected for 2026
| Post-retirement pension plans | Post-retirement health plans | Total | |
|---|---|---|---|
| Sponsor contributions | 1,480 | — | 1,480 |
| Benefits paid directly by the sponsor | 8,890 | 18,605 | 27,495 |
| Total | 10,370 | 18,605 | 28,975 |
31.c.3.10. Average weighted duration of defined benefit liability
| Post-retirement pension plans | Post-retirement health plans | |
| In 2025 | 6.8 years | 11.6 years |
|---|---|---|
| In 2024 | 6.9 years | 11.8 years |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
31.c.3.11. Actuarial assumptions
| 12.31.2025 | ||
|---|---|---|
| Post-retirement pension plans | Post-retirement health plans | |
| Discount rate to present value of defined benefit liability | 10.96% to 11.49% | 10.79% to 10.96% |
| Future salary growth rate | 4.57% to 6.60% | N/A |
| Medical expense growth rate | N/A | 6.61% |
| Nominal annual adjustment rate of pension benefits | 3.50% | N/A |
| Medical service eligibility age | N/A | 59 to 63 years |
| Estimated retirement age | 57 to 60 years | 59 to 63 years |
| Mortality table for nondisabled individuals | AT-2000 Basic segregated by gender, down-rated by 10% and 50% | AT-2000 Basic segregated by gender, down-rated by 10% |
| Mortality table for disabled individuals | RP-2000 Disabled Male, down-rated by 60% | RP-2000 Disabled Male, down-rated by 60% |
| Disability table | Light-Forte, Álvaro Vindas (down-rated by 50%) and Light-Fraca, down rated by 50% | Light-Forte |
| Turnover | Turnover experience in VISÃO plans (2018 to 2022) | Turnover experience in VISÃO plans (2020 to 2022) |
| 12.31.2024 | ||
|---|---|---|
| Post-retirement pension plans | Post-retirement health plans | |
| Discount rate to present value of defined benefit liability | 11.07% to 11.67% | 11.07% to 11.20% |
| Future salary growth rate | 4.57% to 6.60% | N/A |
| Medical expense growth rate | N/A | 6.61% |
| Nominal annual adjustment rate of pension benefits | 3.50% | N/A |
| Medical service eligibility age | N/A | 59 to 63 years |
| Estimated retirement age | 57 to 60 years | 59 to 63 years |
| Mortality table for nondisabled individuals | AT-2000 Basic segregated by gender, down-rated by 10% and 50% | AT-2000 Basic segregated by gender, down-rated by 10% |
| Mortality table for disabled individuals | RP-2000 Disabled Male, down-rated by 60% | RP-2000 Disabled Male, down-rated by 60% |
| Disability table | Light-Forte, Álvaro Vindas (down-rated by 50%) and Light-Fraca, down rated by 50% | Light-Forte |
| Turnover | Turnover experience in VISÃO plans (2018 to 2022) | Turnover experience in VISÃO plans (2020 to 2022) |
In addition to the assumptions presented in the tables above, for 2025 and 2024 other assumptions common to all plans were adopted, as follows: (i) long-term inflation rate:3.50% in 2025 and 2024; and (ii) annual increase in the use of medical services according to age:4.0% in 2025 and 2024.
31.c.3.12. Changes in actuarial assumptions in relation to the prior year
In order to adjust some actuarial assumptions to the economic and demographic reality, a study was conducted for the plans administered by Visão Prev and Sistel, which adopted the definition of the assumptions in their Deliberative Councils.
The main economic and financial assumptions that have changed in relation to the previous fiscal year and that interfere with the defined benefit liability are: (i) rates for discount to present value of the defined benefit liability; (ii) long-term inflation rate; (iii) rate of future wage growth; (iv) rate of growth of medical costs; and (v) annual nominal index of adjustment of social security benefits.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The impacts on the plans’ defined benefit liabilities due to the new definition of the actuarial assumptions are as follows:
| Post-retirement pension plans | Post-retirement health plans | Total | |
|---|---|---|---|
| Defined benefit liability, based on current actuarial assumptions | 1,988,953 | 1,567,671 | 3,556,624 |
| Defined benefit liability, based on prior-year actuarial assumptions | 1,964,095 | 1,521,283 | 3,485,378 |
| Difference from change in actuarial assumptions | 24,858 | 46,388 | 71,246 |
31.c.3.13. Sensitivity analysis for actuarial assumptions
The Company believes that the significant actuarial assumptions with reasonable likelihood of variation due to financial and economic scenarios, which could significantly change the amount of the defined benefit obligation, are the discount rate used to adjust the defined benefit liability to present value and the rate of growth of medical costs.
Below, we present a sensitivity analysis on the defined benefit obligation for scenarios of a 0.5% increase and a 0.5% reduction in the discount rate used to adjust the defined benefit liability to present value.
| Post-retirement pension plans | Post-retirement health plans | Total | |
|---|---|---|---|
| Defined benefit liability, discounted to present value at current rate | 1,988,953 | 1,567,671 | 3,556,624 |
| Considering a rate increased by 0.5% | 1,934,970 | 1,488,710 | 3,423,680 |
| Considering a rate decreased by 0.5% | 2,046,299 | 1,654,287 | 3,700,586 |
Below, we present a sensitivity analysis on the defined benefit obligation for scenarios of a 1% increase and a 1% reduction in the medical cost growth rate used to adjust the defined benefit liability to present value.
| Post-retirement pension plans | Post-retirement health plans | Total | |
|---|---|---|---|
| Defined benefit liability, projected by the current medical cost growth rate | 1,988,953 | 1,567,671 | 3,556,624 |
| Considering a rate increased by 1% | 1,988,953 | 1,748,904 | 3,737,857 |
| Considering a rate decreased by 1% | 1,988,953 | 1,415,154 | 3,404,107 |
31.c.3.14. Allocation of plan assets
| 12.31.2025 | 12.31.2024 | ||||||
| Post-retirement pension plans · Post-retirement health plans · Total · Post-retirement pension plans · Post-retirement health plans · Total | |||||||
|---|---|---|---|---|---|---|---|
| Investments with market value quoted in active market: | |||||||
| Fixed income investments | |||||||
| National Treasury Note (NTN) | 2,363,931 | 840,454 | 3,204,385 | 2,417,123 | 850,897 | 3,268,020 | |
| Treasury Financial Letter | 329,017 | 4,572 | 333,589 | 605,490 | 12,041 | 617,531 | |
| Repurchase operations | 176,606 | — | 176,606 | 14,203 | — | 14,203 | |
| Debentures | 12,478 | — | 12,478 | 14,148 | — | 14,148 | |
| Financial Letter | 1,226 | — | 1,226 | 1,309 | — | 1,309 | |
| FIDC/CDB Quotas / Others | 3,626 | 85 | 3,711 | 3,370 | — | 3,370 | |
| National Treasury Notes (LTN) | — | 1,524 | 1,524 | 4,629 | 22,399 | 27,028 | |
| Variable income investments | |||||||
| Investments linked to funds and market indexes | 4,189 | — | 4,189 | 4,509 | — | 4,509 | |
| Real estate investments | 63,987 | — | 63,987 | 75,862 | — | 75,862 | |
| Loans to participants | 14,498 | — | 14,498 | 15,654 | — | 15,654 | |
| Structured and overseas investments | 2,156 | — | 2,156 | 2,320 | — | 2,320 | |
| Total | 2,971,714 | 846,635 | 3,818,349 | 3,158,617 | 885,337 | 4,043,954 | |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
- FINANCIAL INSTRUMENTS AND RISK AND CAPITAL MANAGEMENT
32.a. Accounting policy
32.a.1. Financial assets
32.a.1.1. Initial recognition and measurement
On initial recognition, a financial asset is classified in the following measurement categories: (i) at fair value through profit or loss; (ii) at amortized cost; or (iii) at fair value through other comprehensive income, depending on the situation.
The classification of financial assets at initial recognition depends on the contractual cash flow characteristics of the financial asset and the business model for the management of these assets.
For a financial asset to be classified and measured at amortized cost or at fair value through other comprehensive income, it needs to generate cash flows that are “exclusively payments of principal and interest” on the principal amount outstanding. This assessment is carried out at the level of each financial instrument.
Financial assets with cash flows that are not exclusively payments of interest principal are classified and measured at fair value through profit or loss, regardless of the business model adopted.
The Company's business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from the collection of contractual cash flows, the sale of financial assets or both. Financial assets classified and measured at amortized cost are maintained in a business plan with the objective of maintaining financial assets in order to obtain contractual cash flows while financial assets classified and measured at fair value against other comprehensive income are maintained in a business model. with the objective of obtaining contractual cash flows and for the purpose of sale.
The Company's consolidated financial assets include cash and cash equivalents, financial investments, accounts receivable, derivative financial instruments, amounts receivable from the sale of properties and others and credits with related parties.
32.a.1.2. Subsequent measurement
The subsequent measurement of financial assets depends on their classification, which may be as follows: (i)financial assets at fair value through profit or loss: are subsequently measured at fair value. Net income, including interest, is recognized directly in profit or loss; (ii)financial assets at amortized cost: are subsequently measured at amortized cost using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired; and (iii)financial assets at fair value through other comprehensive income: are subsequently measured at fair value. Interest income, foreign exchange and impairment losses or reversals are recognized in the statement of income and calculated in the same manner as for financial assets measured at amortized cost. Remaining changes in fair value are recognized in other comprehensive income. At the time of derecognition, the cumulative change in fair value recognized in other comprehensive income is reclassified to profit or loss.
32.a.1.3. Derecognition
A financial asset (or, whenever the case, a part of a financial asset, or a part of a group of similar financial assets) is derecognized when:
the rights to receive the cash flows from the asset have expired; or
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
the Company has transferred its rights to receive cash flows from it has assumed obligation to pay the received cash flows in full without material delay to a third part under a ‘pass-through’ arrangement; and either (i) the Company has transferred substantially all the risks and rewards of the asset, or (ii) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
32.a.1.4. Impairment of financial assets
The Company and its subsidiaries apply an impairment model for financial assets based on expected credit losses, using a simplified method for certain short and long-term assets (commercial receivables, lease receivables and contractual assets).
Under this simplified approach, credit impairment is recognized by reference to expected credit losses over the life of the asset. For this purpose, the Company and its subsidiaries use matrices based on historical bad debt experience by geographical area on a portfolio segmented by customer category according to credit pattern. The matrix for each category has a defined time horizon divided into intervals in accordance with the collection management policy and is fed with historical data that covers at least 24 collection cycles. This data is updated on a regular basis. Based on the information observable at each close, the Company and its subsidiaries assess the need to adjust the rates resulting from these matrices, considering current conditions and future economic forecasts.
32.a.2. Financial liabilities
32.a.2.1. Initial recognition and measurement
Upon initial recognition, a financial liability is classified into the following measurement categories: (i) at fair value through profit or loss; (ii) at amortized cost; or (iii) derivatives designated as hedge instruments in an effective hedge, as appropriate.
Financial liabilities are initially recognized at fair value plus, in the case of loans and financing, transaction cost directly attributable thereto.
The Company’s consolidated financial liabilities include accounts payable to suppliers, loans, financing, debentures, leases and other creditors, derivative financial instruments, obligations to ANATEL, amounts to be refunded to customers, capital reduction, reverse stock split and stock split, and obligations with related parties.
32.a.2.2. Subsequent measurement
Measurement of financial liabilities depends on their classification, as follows: (i)Financial liabilities at fair value through profit or loss: financial liabilities are designated at initial recognition at fair value through profit or loss. This category also includes derivative financial instruments contracted, except those designated as derivative financial instruments of cash flow hedge. Interest, monetary and exchange variations and changes arising from the valuation at fair value, when applicable, are recognized in the statement of income when incurred; and (ii)Financial liabilities at amortized cost: after initial recognition, loans and financing subject to interest are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the statement of income at the time of write-off of liabilities, as well as during the amortization process using the effective interest rate method.
Amortized cost is calculated taking into account any discount or goodwill on acquisition and fees or costs that are an integral part of the effective interest rate method. Amortization using the effective interest rate method is included as a financial expense in the income statement.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
32.a.2.3. Derecognition
A financial liability is derecognized when the obligation has been revoked, cancelled or expired. When an existing financial liability is replaced by another of the same lender, and the terms of the instruments are substantially different, or when the terms of an existing debt instrument are substantially modified, this replacement or modification is treated as derecognition of the original liability and recognition of a new liability, and the difference in the corresponding carrying amounts is recognized in the statement of income.
32.a.3. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability will take place (i) in the principal market for the asset or liability; or (ii) in the absence of a principal market, in the most advantageous market for that asset or liability. The Company and or its subsidiaries must have access to the principal (or most advantageous) market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing an asset or liability, assuming that market participants act in their best economic interests.
Fair value measurement of a non-financial asset takes into consideration the capacity of a market participant to generate economic benefits through the best use of the asset or selling it to another market participant that would also make the best use of the asset.
The Company and its subsidiaries use adequate valuation techniques in the circumstances and for which there is sufficient data to measure the fair value, which maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs.
The fair values of all assets and liabilities are classified within the fair value hierarchy described below, based on the lowest level of information that is significant to the fair value measurement as a whole: (i)Level 1: quoted market prices (unadjusted) in active markets for identical assets or liabilities; (ii)Level 2: valuation techniques for which there is a significantly lower level of information to measure the fair value directly or indirectly observable; and (iii)Level 3: valuation techniques for which the lowest and significant level of information to measure the fair value is not available.
For assets and liabilities recognized in the financial statements on a recurring basis, the Company and its subsidiaries determine whether transfers have occurred between levels of the hierarchy, reassessing the categorization (based on information at the lowest and most significant level for measuring the fair value as a whole) to each year end.
The Company and its subsidiaries assessed their financial assets and liabilities in relation to market values using available information and appropriate valuation methodologies. Both the interpretation of market data and the selection of valuation methods require considerable judgment and reasonable estimates to produce the most adequate realization value. As a result, the estimates shown do not necessarily indicate amounts that could be realized in the current market. The use of different assumptions for the market and/or methodologies may have a material effect on estimated realization values.
In the years ended December 31, 2025 and 2024, there wereno transfers of fair value assessments between the aforementioned levels.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
32.a.4. Financial instruments – net
Financial assets and liabilities are presented net in the balance sheet if, and only if, there is a current enforceable legal right to offset the amounts recognized and if there is an intention to offset or realize the asset or settle the liability simultaneously.
32.a.5. Derivative financial instruments and hedge accounting
The Company uses derivative financial instruments, such as currency and interest rate swaps and currency forward contracts to provide protection against the risk of changes in exchange rates.
For hedge accounting purposes, they can be classified as: cash flow hedges and fair value hedges. The Company's contracts are classified as cash flow hedges when they provide protection against changes in cash flows that are attributable to a particular risk associated with a recognized liability that may affect the result, and fair value hedges when they provide protection against exposure to changes in the fair value of an identified portion of certain liabilities that are attributable to a particular risk (exchange rate variation) and may affect the result.
At the beginning of a hedge relationship, the Company formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the objective and risk management strategy for carrying out the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Company assesses whether the hedging relationship meets the hedge effectiveness requirements (including its analysis of sources of hedge ineffectiveness and how to determine the hedge ratio). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements: (i) there is an economic relationship between the hedged item and the hedging instrument; (ii) the effect of credit risk does not influence the changes in value that result from that economic relationship; and (iii) the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity effectively hedges and the quantity of the hedging instrument that the Company effectively uses to hedge that quantity of the hedged item.
Any gains or losses resulting from changes in the fair value of derivative financial instruments during the period are recognized directly in the statement of income, except for the effective portion of cash flow hedges, which is recognized directly in equity in other comprehensive income and subsequently reclassified to profit or loss when the hedged item affects profit or loss.
32.a.5.1. Cash flow hedges
Cash flow hedges meeting the recording criteria are accounted for as follows: (i) the portion of gain or loss from the hedge instrument determined as an effective hedge shall be recognized directly in equity (other comprehensive income), and (ii) the ineffective portion of gain or loss from the hedge instrument shall be recognized in the statement of income.
When the Company’s documented risk management strategy for any given hedge relationship excludes from the hedge effectiveness evaluation any particular component of gain or loss or the corresponding cash flows from the hedge instrument, that gains or loss component is recognized in financial income (expenses).
Amounts recorded in other comprehensive income are immediately transferred to the statement of income when the hedged transaction affects P&L. When a hedged item is the cost of a non-financial asset or liability, amounts recorded in equity are transferred at the initial carrying amount of the non-financial assets and liabilities. In situations where the anticipated transaction is no longer expected, the accumulated gain or loss and deferred hedging costs, previously recognized in equity, are immediately reclassified to profit or loss in the income statement.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge fails to meet the hedge accounting criteria, any cumulative gain or loss previously recognized in other comprehensive income remains separately in equity until the forecast transaction occurs or the firm commitment is fulfilled.
The migration from the STFC Concession regime to the private STFC Authorization regime (note 1.b) enabled the Company to begin replacing its copper cable network with a fiber optic network.
The Company maintains derivatives designated as cash flow hedges to protect future copper revenue projected for the next 24 months.
The hedge ratio at the initial date was 1:1. Considering changes in the value of the hedged item (copper price) and the value of derivative instruments used as hedging, the weighted average hedged rate for the year was R$66,923.
The hedge effects recognized in equity are transferred to profit or loss as the hedged revenue impacts financial performance.
The main source of ineffectiveness is the risk of not extracting copper on the projected dates. There was no ineffectiveness during 2025 in relation to the cash flow hedge.
32.a.5.2. Fair value hedges
Fair value hedges meeting the accounting criteria are accounted for as follows: (i) gain or loss from changes in fair value of a hedge instrument shall be recognized in the statement of income as finance costs; and (ii) gain or loss from a hedged item attributable to the hedged risk shall adjust the recorded amount of the hedged item to be recognized in the statement of income, as finance costs.
For fair value hedges relating to items carried at amortised cost, any adjustments to carrying value are amortised through profit or loss over the remaining term of the hedge using the effective interest method. Amortisation of the effective interest rate may begin as soon as an adjustment occurs and, at the latest, when the hedged item ceases to be adjusted by changes in its fair value attributable to the hedged risk.
If the hedged item is derecognized, the unamortized fair value is recognized immediately in the statement of income.
When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognized as an asset or liability with a corresponding gain or loss recognized in profit and loss.
The Company does not hold any derivatives designated as fair value hedge accounting in its active portfolio.
32.a.5.3. Classification between current and non-current
Derivative financial instruments are classified as current and non-current or segregated into short and long-term portions based on an evaluation of the contractual cash flows.
When the Company maintains a derivative as an economic hedge (and does not apply hedge accounting), for a period exceeding 12 months after the balance sheet date, the derivative is classified as non-current (or segregated into current and non-current portions), in line with the classification of the corresponding item.
The derivative instrument is segregated into current and non-current portions only when amounts can be reliably allocated.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
Derivative instruments that are designated as effective hedging instruments are classified consistently with the classification of the underlying hedged item.
32.b. Critical estimates and judgments
When the fair value of financial assets and liabilities stated in the balance sheet cannot be obtained in active markets, it will be determined using valuation techniques, including the discounted cash flow method. Data for these methods is based on those adopted in the market, whenever possible. However, when this is not feasible, a certain level of judgment is required for fair value determination. Judgment includes consideration of the inputs used, such as liquidity risk, credit risk and volatility. Changes in the assumptions about these factors could affect the reported fair value of financial instruments.
32.c. Derivative transactions
The Company enters into derivative financial instrument contracts with the primary objective of protecting itself against inflation risks in lease agreements indexed to the IPCA (Brazilian Consumer Price Index), as well as against exchange rate risks related to liabilities in foreign currency. Derivative instruments are not used for speculative purposes, and existing exchange rate risks are duly hedged.
Furthermore, the Company implemented a hedging program to mitigate cash flow volatility resulting from fluctuations in the price of copper. These operations were carried out through NDF contracts with monthly maturities until 2027, aiming to protect part of the projected sales volume. Considering the characteristics of these operations and their adherence to the requirements of the applicable standard, the Company adopted the hedge accounting methodology, in the cash flow hedge modality, for these operations (Note 32.a.5.1).
Management believes that the Company's internal controls for its derivatives are adequate to control risks associated with each strategy for the market. Gains/losses obtained or sustained by the Company in relation to its derivatives show that its risk management has been appropriate.
Whilst these derivative contracts qualify for hedge accounting, the hedged item is adjusted to fair value, offsetting the result of the derivatives, pursuant to the rules of hedge accounting. This hedge accounting applies both to financial liabilities and probable cash flows in foreign currency.
Derivatives contracts include specific penalties for breach of contract. Breach of contract provided for in agreements made with financial institutions leads to the anticipated liquidation of the contract.
On December 31, 2025 and 2024, the Company heldno embedded derivatives contracts.
32.c.1. Fair value of derivative financial instruments
The valuation method used to calculate the fair value of financial liabilities (if applicable) and derivative financial instruments was the discounted cash flow method, based on expected settlements or realization of liabilities and assets at market rates prevailing at the balance sheet date.
The fair values of the positions in Reais are calculated by projecting future inflows from transactions using B3 yield curves and discounting these flows to present value using market DI rates for swaps announced by B3.
The market values of foreign exchange derivatives were obtained using the market exchange rates in effect at the balance sheet date and projected market rates obtained from the currency's coupon-rate yield curves. The linear convention of 360 calendar days was used to determine coupon rates of positions indexed in foreign currencies, while the exponential convention of 252 business days was used to determine coupon rates for positions indexed to CDI rates.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
Consolidated derivatives financial instruments shown below are registered with B3 and classified as swaps, usually, that do not require margin deposits.
| Accumulated effects from fair value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notional Value · Amount receivable (payable) | ||||||||
| Description | 12.31.2025 | 12.31.2024 | 12.31.2025 | 12.31.2024 | ||||
| Swap contracts | ||||||||
| Assets position | 1,945,120 | 899,522 | 118,083 | 104,300 | ||||
| Foreign Currency | 626,540 | 594,886 | 1,406 | 7,782 | ||||
| US$(1) | 509,245 | 493,087 | 1,406 | 6,526 | ||||
| EUR(1) | 117,295 | 101,799 | — | 1,256 | ||||
| NDF US$(3) | — | — | — | — | ||||
| Floating rate | 221,461 | 259,259 | — | 2,938 | ||||
| CDI(1) | 176,470 | 214,268 | — | 1,098 | ||||
| Euribor(4) | 44,991 | 44,991 | — | 1,840 | ||||
| Pre-rate | 1,048,500 | — | — | — | ||||
| NDF Copper(5) | 1,048,500 | — | — | — | ||||
| Inflation rates | 48,619 | 45,377 | 116,677 | 93,580 | ||||
| IPCA(2) | 48,619 | 45,377 | 116,677 | 93,580 | ||||
| Liabilities position | (1,945,120) | (899,522) | (198,658) | (98,205) | ||||
| Floating rate | (720,150) | (685,254) | (122,069) | (97,353) | ||||
| CDI(1)(2) | (720,150) | (685,254) | (122,069) | (97,353) | ||||
| Commodities | (1,048,500) | — | (72,868) | — | ||||
| NDF Copper(5) | (1,048,500) | — | (72,868) | — | ||||
| Foreign Currency | (176,470) | (214,268) | (3,721) | (852) | ||||
| US$(1) | (154,230) | (214,268) | (3,434) | (852) | ||||
| EUR(1) | (22,240) | — | (287) | — | ||||
| Long position | 16,328 | 17,364 | ||||||
| Current | 7,706 | 15,524 | ||||||
| Non-current | 8,622 | 1,840 | ||||||
| Short position | (96,903) | (11,269) | ||||||
| Current | (53,044) | (866) | ||||||
| Non-current | (43,859) | (10,403) | ||||||
| Amounts receivable (payable), net | (80,575) | 6,095 | ||||||
(1)Foreign currency swap (euro and CDI x euro) (R$95,055) and (dollar and CDI x dollar) (R$355,055) – swap transactions contracted with maturities up to February 23, 2026, with the objective of protecting against exchange rate variation risks of net amounts payable (book value of R$1,664 payable and R$5,432 payable, respectively).
(2)IPCA x CDI Swap (R$48,619) – swap transactions contracted with maturities in 2033 with the objective of protecting against the risk of variation of the IPCA (book value of R$5,345 to receive).
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
(3)Forward operations contracted (NDF dollar x R$), closed on December 11, 2025, had the objective of protecting against exchange rate variation risks of service contracts.
(4)Swap Euribor x CDI (R$44,991) – swap transactions contracted with maturities in 2027 with the objective of protecting against the risk of Euribor variation (accounting value of R$5,956 to be payable)
(5)NDF Copper x Pre (R$1,048,500 - LME in Reais * Tons contracted) – Copper NDF transactions contracted to protect future sales revenues against variations in the price of copper on the LME relative to the Real. (book value R$72,868 payable) The transaction is designated for cash flow hedging.
32.c.2. Net changes of derivative financial instruments
| 12.31.2025 | 12.31.2024 | ||
| Balance at the beginning of the fiscal year | 6,095 | (9,415) | |
|---|---|---|---|
| Payments | 137,956 | 34,285 | |
| Receipts | (43,164) | (92,079) | |
| Effects on the financial result of fair value adjustments | (101,776) | 68,944 | |
| Effects on equity of fair value adjustments | (79,686) | 4,360 | |
| Balance at the end of the year | (80,575) | 6,095 |
32.c.3. Aging of derivative financial instruments (net)
| Maturing in | |||||||
|---|---|---|---|---|---|---|---|
| Swap contract | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 onwards | Amount receivable (payable) on 12.31.2025 |
| IPCA x CDI | 5,983 | 5,353 | 5,465 | 4,943 | 4,678 | (21,077) | 5,345 |
| Euribor x CDI | — | (5,956) | — | — | — | — | (5,956) |
| Foreign currency x CDI | (3,375) | — | — | — | — | — | (3,375) |
| NDF Copper x Pre | (44,225) | (28,643) | — | — | — | — | (72,868) |
| CDI x Foreign Currency | (3,721) | — | — | — | — | — | (3,721) |
| Total | (45,338) | (29,246) | 5,465 | 4,943 | 4,678 | (21,077) | (80,575) |
For the preparation of these financial statements, the Company adopts the fair value measurement methodology for foreign currency x CDI and IPCA x CDI swaps used to hedge financial debts. In this approach, only the derivative instruments are measured at fair value, while the related financial debts remain recorded at amortized cost.
Additionally, in copper NDF transactions, the Company applies a cash flow hedging strategy. Changes in the fair value of these derivatives are recorded in Other Comprehensive Income and, as sales are realized, are reclassified to "Other Operating Income, net" in the income statement.
On December 31, 2025, and 2024, the derivatives financial instruments generated net results consolidated of negative R$101,776 and positive R$69,008, respectively (Note 28.).
32.c.4. Sensitivity analysis of the Company's risk variables
Publicly-held companies must disclose a sensitivity analysis table for each type of market risk considered relevant by Management, arising from financial instruments, to which the entity is exposed at the closing date of each period, including all operations with derivative financial instruments.
Each financial instrument derivative transaction was assessed, and assumptions included a probable base scenario and a further two stressed scenarios that could adversely impact the Company.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
For the probable base scenario, at the maturity dates for each of the transactions, the market rates sourced from B3 yield curves (currencies and interest rates) were used plus data from the IBGE, Central Bank, FGV, among others. In the probable scenario, there is no impact on the fair value of the above-mentioned derivatives. For scenarios II and III, as per the CVM rule, risk variables were stressed by 25% and 50%, respectively.
Since the Company only holds derivatives to hedge its foreign currency assets and liabilities, other scenarios are not applicable. For these transactions, the Company reported the consolidated net exposure in each of the above-mentioned three scenarios on December 31, 2025.
| Company / Consolidated | ||||
|---|---|---|---|---|
| Transaction | Risk | Probable | 25% depreciation | 50% depreciation |
| Hedge (assets position) | Derivatives (depreciation risk EUR) | 141,493 | 176,866 | 212,239 |
| Payables in EUR | Debt (appreciation risk EUR) | (140,174) | (175,217) | (210,260) |
| Receivables in EUR | Debt (depreciation risk EUR) | 869 | 1,086 | 1,304 |
| Net Exposure | 2,188 | 2,735 | 3,283 | |
| Hedge (assets position) | Derivatives (depreciation risk US$) | 351,379 | 439,224 | 527,069 |
| Payables in US$ | Debt (appreciation risk US$) | (432,197) | (540,246) | (648,296) |
| Receivables in US$ | Debt (depreciation risk US$) | 79,236 | 99,045 | 118,854 |
| Net Exposure | (1,582) | (1,977) | (2,373) | |
| Copper Hedge (liabilities position) | Derivatives (High Copper Risk) | (72,868) | (91,084) | (136,627) |
| Future Copper Revenue | Debts (Risk of a fall in copper prices) | 72,868 | 91,084 | 136,627 |
| Net Exposure | — | — | — | |
| Hedge (assets position) | Derivatives (Risk of IPCA fall) | 37,528 | 25,925 | 16,072 |
| Debt indexed to the IPCA (Brazilian inflation index) | Debts (Risk of increased inflation) | (37,528) | (25,925) | (16,072) |
| Net Exposure | — | — | — | |
| Hedge (active position) | Derivatives (Risk of Euribor drop) | 5,956 | 7,445 | 11,168 |
| Debt in Euribor | Debts (Risk of Euribor increase) | (5,956) | (7,445) | (11,168) |
| Net Exposure | — | — | — | |
| Hedge (CDI position) | ||||
| Hedge US$ and EUR (liabilities position) | Derivatives (risk of decrease in CDI) | 3,721 | 3,728 | 3,737 |
| Hedge IPCA (liabilities position) | Derivatives (risk of increase in CDI) | (32,183) | (40,228) | (48,274) |
| Net Exposure | (28,462) | (36,500) | (44,537) | |
| Total net exposure in each scenario | (27,856) | (35,742) | (43,627) | |
| Net effect on changes in current fair value | — | (7,886) | (15,771) | |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The fair values shown in the table above are based on the portfolio position on December 31, 2025, but do not contemplate other changes to market variables which are constantly monitored by the Company. The use of different assumptions could significantly affect the estimates.
For calculation of the net exposure for the sensitivity analysis, all derivatives were considered at market value and hedged items designated for hedges for accounting purposes were also considered at fair value.
The assumptions used by the Company for the sensitivity analysis on December 31, 2025, were as follows:
| Risk Variable | Probable | 25% depreciation | 50% depreciation |
|---|---|---|---|
| US$ | 5.50 | 6.88 | 8.25 |
| EUR | 6.47 | 8.09 | 9.70 |
| IPCA | 4.87% | 6.12% | 7.39% |
| IGPM | 1.05% | 1.31% | 1.58% |
| CDI | 14.90% | 18.63% | 22.35% |
| Euribor | 1.96% | 2.46% | 2.95% |
| Price of Copper (Ton) - US$ | 12,504 | 15,630 | 18,756 |
32.d. Classification of financial assets and liabilities by category and fair value hierarchy
For the purposes of disclosing fair value, the Company and its subsidiaries determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
Below, we present the composition and classification of financial assets and liabilities as of December 31, 2025 and 2024.
| Book value · Fair value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Classification by category | Fair value hierarchy | 12.31.2025 | 12.31.2024 | 12.31.2025 | 12.31.2024 | |||
| Financial Assets | ||||||||
| Current | ||||||||
| Cash and cash equivalents (Note 3.) | 1 | 7,032,339 | 6,691,098 | 7,032,339 | 6,691,098 | |||
| Financial investments (Note 4.) | 2 | Level 2 | 99,102 | — | 99,102 | — | ||
| Trade accounts receivable (Note 5.) | 1 | 10,619,617 | 9,471,592 | 10,619,617 | 9,471,592 | |||
| Derivative transactions (Note 32.) | 2 | Level 2 | 7,706 | 15,524 | 7,706 | 15,524 | ||
| Sale of real estate and other receivables (Note 11.) | 1 | 192,472 | 134,963 | 192,472 | 134,963 | |||
| Related-party receivables (Note 11.) | 1 | 26,317 | 72,641 | 26,317 | 72,641 | |||
| Non-current | ||||||||
| Financial investments (Note 4.) | 1 | 41,308 | 42,619 | 41,308 | 42,619 | |||
| Trade accounts receivable (Note 5.) | 1 | 283,502 | 370,149 | 283,502 | 370,149 | |||
| Derivative transactions (Note 32.) | 2 | Level 2 | 8,622 | 1,840 | 8,622 | 1,840 | ||
| Sale of real estate and other receivables (Note 11.) | 1 | 280,619 | 120,354 | 280,619 | 120,354 | |||
| Related-party receivables (Note 11.) | 1 | 154 | 42,759 | 154 | 42,759 | |||
| Total financial assets | 18,591,758 | 16,963,539 | 18,591,758 | 16,963,539 | ||||
| Financial Liabilities | ||||||||
| Current | ||||||||
| Trade accounts payable, net (Note 17.) | 1 | 9,861,294 | 9,230,624 | 9,861,294 | 9,230,624 | |||
| Loans and financing(Note 21.) | 1 | 2,200 | 232,118 | 2,200 | 232,118 | |||
| Leases (Note 21.) | 1 | 4,883,176 | 4,520,626 | 4,883,176 | 4,520,626 | |||
| Debentures (Note 21.) | 1 | 161,453 | 1,695,214 | 161,453 | 1,695,214 | |||
| Derivative transactions (Note 32.) | 2 | Level 2 | 5,449 | 866 | 5,449 | 866 | ||
| Derivative transactions (Note 32.) | 3 | Level 2 | 47,595 | — | 47,595 | — | ||
| Liabilities with ANATEL (Note 23.) | 1 | 83,558 | 146,844 | 83,558 | 146,844 | |||
| Reduction of capital of the Company (Note 22) | 1 | 91,093 | 38,721 | 91,093 | 38,721 | |||
| Reverse stock split and stock split (Note 23.a) | 1 | 824,723 | — | 824,723 | — | |||
| Amounts to be refunded to customers (Note 23.) | 1 | 108,166 | 126,867 | 108,166 | 126,867 | |||
| Liabilities with related parties (Note 23.) | 1 | 138,026 | 133,290 | 138,026 | 133,290 | |||
| Non-current | ||||||||
| Loans and financing(Note 21.) | 1 | 1,474 | 1,572,592 | 1,474 | 1,572,592 | |||
| Leases (Note 21.) | 1 | 10,549,678 | 10,725,980 | 10,549,678 | 10,725,980 | |||
| Debentures (Note 21.) | 1 | 2,905,512 | 2,000,000 | 2,905,512 | 2,000,000 | |||
| Derivative transactions (Note 32.) | 2 | Level 2 | 43,859 | 10,403 | 43,859 | 10,403 | ||
| Liabilities with ANATEL (Note 23.) | 1 | 911,899 | 892,648 | 911,899 | 892,648 | |||
| Liabilities with related parties (Note 23.) | 1 | 602 | 638 | 602 | 638 | |||
| Total financial liabilities | 30,619,757 | 31,327,431 | 30,619,757 | 31,327,431 | ||||
Classification by category
(1)Amortized cost
(2)Measured at fair value through profit or loss
(3)Measured at fair value through OCI
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
32.e. Capital management
The purpose of the Company's capital management is to ensure maintenance of a high credit rating and an optimal capital ratio to support the Company's business and maximize shareholder value.
The Company manages its capital structure by making adjustments and adapting to current economic conditions. In seeking such equilibrium, the Company may pay dividends, obtain new loans, issue debentures and contract derivatives. For the year ended December 31, 2025, there were no changes in capital structure objectives, policies or processes.
The Company includes in the net debt structure the balances of loans, financing, debentures, leases, and other creditors and derivative financial instruments, net of cash and cash equivalents, financial investments (FIDC Vivo Pay and SCD), and accounts receivable from credit rights (FIDC Vivo Pay).
The Company’s ratio of consolidated debt to shareholders’ equity consists of the following:
| 12.31.2025 | 12.31.2024 | ||
| Cash and cash equivalents | 7,032,339 | 6,691,098 | |
|---|---|---|---|
| Financial investments | 99,102 | — | |
| Accounts receivable – FIDC Vivo Pay (net of estimated losses) | 187,142 | 205,832 | |
| Loans and financing, debentures, leases and other creditors, net of judicial deposit (2024) | (20,346,681) | (20,705,984) | |
| Derivative transactions, net | (80,575) | 6,095 | |
| Net debt | (13,108,673) | (13,802,959) | |
| Net equity | 69,002,726 | 69,799,495 | |
| Net debt-to-equity ratio | 19.00% | 19.78% |
32.f. Risk management policy
The Company and its subsidiaries are exposed to several market risks as a result of its commercial operations, debts contracted to finance its activities and debt-related financial instruments.
32.f.1. Currency Risk
The Company is exposed to the foreign exchange risk for financial assets and liabilities denominated in foreign currencies, which may reduce receivables or increase payables depending on the exchange rate in the period.
Hedging transactions were executed to minimize the risks associated with exchange rate changes on financial assets and liabilities in foreign currencies. This balance is subject to daily changes due to the dynamics of the business. However, the Company intends to cover the net balance of these assets and obligations (US$64,147 thousand, €21,529 thousand and £5 thousand paid by December 31, 2025, and US$40,295 thousand, €15,988 thousand and £71 thousand paid by December 31, 2024) to mitigate its foreign exchange risks.
32.f.2. Interest and Inflation Risk
This risk may arise from an unfavorable change in the domestic interest rate, which may adversely affect financial expenses from the portion of debentures referenced to the CDI and liability positions in derivatives (currency hedge and IPCA) pegged to floating interest rates (CDI).
To reduce exposure to the floating interest rate (CDI), the Company and its subsidiaries invested cash equivalents of R$6,945,770 and R$6,542,862 on December 31, 2025, and 2024, respectively, mostly in short-term CDI-based financial investments (CDBs). The carrying amounts of these instruments approximate their fair values, as they may be redeemed in the short term.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
32.f.3. Liquidity Risk
Liquidity risk consists of the possibility that the Company might not have sufficient funds to meet its commitments due to the different timing and settlement terms of its rights and obligations.
The Company structures the maturities of financial instruments so as not to affect their liquidity.
The Company's cash flow and liquidity are managed on a daily basis by the operating departments to ensure that cash flows and contracted funding, when necessary, are sufficient to meet scheduled commitments in to mitigate liquidity risk.
The maturity profile of consolidated financial liabilities includes future principal and interest amounts up to the maturity date. For fixed rate liabilities, interest was calculated based on the indices established in each contract. For floating rate liabilities, interest was calculated based on the market forecast for each period.
In order to minimize liquidity risk and ensure compliance with obligations, the Company's cash investment policy prioritizes instruments indexed to the CDI (post-fixed rate), with daily liquidity and counterparties whose credit rating and/or balance scorecard indicate low credit risk. In addition, the investment policy establishes diversification limits for counterparties, which provides greater confidence in the Company's ability to honor its payment commitments.
32.f.4. Credit Risk
The credit risk arises from the possibility that the Company may incur losses resulting from the difficulty in receiving billed amounts related to the provision of services and the sale of handsets and equipment to its B2C and B2B customers, in addition to the sale of handsets and pre-activated prepaid cards to the distributor network.
Credit risk with accounts receivable is diversified and minimized through strict control of the customer base and constant risk analysis. The Company constantly monitors the level of accounts receivable and limits the risk of overdue accounts by cutting off access to the telephone line if the invoice is past due. For the prepaid mobile customer base, which requires advance loading, there is no credit risk.
Credit risk on sales of pre-activated prepaid handsets and cards is managed through a prudent policy for granting credit, using modern credit scoring methods, analyzing financial statements and consultations to commercial databases, in addition to requesting guarantees.
The Company and its subsidiaries are also subject to credit risk arising from their investments, letters of guarantee received as collateral for certain transactions and receivables from derivative transactions. The Company and its subsidiaries control the credit limits granted to each counterpart and diversify this exposure across first-tier financial institutions as per current credit ratings of financial counterparties.
32.f.5. Exchange rate and commodity risk
The Company is exposed to exchange rate fluctuations linked to commodity risk arising from future revenue from copper sales, since both the international price of the metal and the exchange rate of the foreign currency can impact the amount to be received. Adverse variations in these markets can reduce revenue in reais and increase the volatility of results.
To mitigate these risks, hedging operations with financial derivatives were contracted, designed to simultaneously protect against currency exposure and exposure to the price of copper. These operations aim to maintain greater predictability in the project's cash flow and minimize the impacts of market fluctuations.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The amount covered, corresponding to 16 thousand tons, is adjusted according to the dynamics of projected sales and the evolution of market conditions, ensuring continuous alignment between the protected volume and the Company's effective exposure.
32.f.6. Insurance Coverage
The policy of the Company and its subsidiaries, as well as the Telefónica Group, is to contract insurance coverage for all significant assets and liabilities of high-risk based on Management's judgment and following Telefónica corporate program guidelines.
On December 31, 2025, the maximum limits of claims (established pursuant to the agreements of each entity consolidated by the Company) for significant assets, liabilities or interests covered by insurance and their respective total R$900,000 for operational risks (including business interruption) and R$75,000 for general civil liability.
The Company's Management considers the insurance coverage to be sufficient to cover any possible claims.
- Additional Information on Cash Flows
The following is a reconciliation of the consolidated cash flow financing activities for the year ended December 31, 2025, and 2024.
| Cash flows from financing activities · Cash flows from operating activities · Financing activities not involving cash and cash equivalents | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance on 12.31.2024 | Additions | Write-offs (payments) | Write-offs (payments) | Financial charges, fair value, monetary and exchange rate updates, write-offs and reversals | Additions (cancellations) of leases contracts | Business combination | Interim and unclaimed dividends and interest on equity | Balance on 12.31.2025 | |
| Interim dividends and interest on equity | 2,237,090 | — | (2,187,402) | — | — | — | — | 2,724,856 | 2,774,544 |
| Loans and financing | 1,804,710 | 20,000 | (409,993) | (88,041) | 189,508 | 273,568 | 57,110 | — | 1,846,862 |
| Leases | 15,246,606 | — | (3,322,031) | (1,756,359) | 1,703,845 | 3,478,260 | 82,533 | — | 15,432,854 |
| Debentures | 3,695,214 | — | (1,500,000) | (464,355) | 431,942 | — | 904,164 | — | 3,066,965 |
| Reverse stock split and stock split | — | 949,354 | (124,631) | — | — | — | — | — | 824,723 |
| Reduction of the Company's capital | 38,721 | — | (1,947,628) | — | — | — | — | 2,000,000 | 91,093 |
| Derivative financial instruments | (6,095) | — | (87,220) | (7,572) | 181,462 | — | — | — | 80,575 |
| Total | 23,016,246 | 969,354 | (9,578,905) | (2,316,327) | 2,506,757 | 3,751,828 | 1,043,807 | 4,724,856 | 24,117,616 |
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
| Cash flows from financing activities · Cash flows from operating activities · Financing activities not involving cash and cash equivalents | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance on 12.31.2023 | Additions | Write-offs (payments) | Write-offs (payments) | Financial charges, fair value, monetary and exchange rate updates, write-offs and reversals | Additions (cancellations) of leases contracts | Business combination | Interim and unclaimed dividends and interest on equity | Balance on 12.31.2024 | |
| Interim dividends and interest on equity | 2,247,884 | — | (2,532,399) | — | — | — | — | 2,521,605 | 2,237,090 |
| Loans and financing | 1,419,599 | 83,084 | (413,494) | (34,406) | 95,918 | 484,654 | 169,355 | — | 1,804,710 |
| Leases | 13,596,039 | — | (3,081,545) | (1,600,192) | 1,630,993 | 4,701,311 | — | — | 15,246,606 |
| Debentures | 3,721,589 | — | — | (443,423) | 417,048 | — | — | — | 3,695,214 |
| Reduction of the Company's capital | — | — | (1,461,279) | — | — | — | — | 1,500,000 | 38,721 |
| Derivative financial instruments | 9,415 | — | 54,331 | 3,463 | (73,304) | — | — | — | (6,095) |
| Total | 20,994,526 | 83,084 | (7,434,386) | (2,074,558) | 2,070,655 | 5,185,965 | 169,355 | 4,021,605 | 23,016,246 |
- Contractual Commitments
34.a. Contractual Commitments
The Company has unrecognized contractual commitments arising from the purchase of goods and services, which mature on several dates, with monthly payments.
On December 31, 2025, the total consolidated nominal values equivalent to the full contract period were:
| Year | |
|---|---|
| 2026 | 938,432 |
| 2027 | 838,722 |
| 2028 | 860,588 |
| 2029 | 840,328 |
| 2030 | 360,794 |
| 2031 onwards | 1,574,467 |
| Total(1) | 5,413,331 |
(1)Includes R$1,181,762, referring to contracts for the provision of security services with Telefónica Cybersecurity Tech, S.L.U. (“CyberCo”) and its subsidiaries, companies of the Telefónica Group.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
34.b. Guarantees
On December 31, 2025, the Company had guarantees for several commitments with ANATEL, suppliers and legal proceedings:
| Insurance of guarantee(1) | 30,925,675 |
|---|---|
| Letters of guarantee(2) | 9,884,006 |
| Judicial deposits and garnishments (Note 10.) | 2,964,318 |
| Property and equipment (Note 13.f.) | 9,675 |
| Financial investments in guarantee of lawsuits (Note 4.) | 41,308 |
| Total | 43,824,982 |
(1)They refer to insurance amounts contracted to ensure the continuity of the discussion of legal proceedings (note 19).
(2)Includes R$4 billion was contracted related to the Self-Composition Agreement for the Adaptation of STFC Concession Contracts.
- Other matters
35.a. Environmental Risks
The Company's operations and properties are subject to various environmental laws and regulations that govern environmental licenses and registrations, protection of fauna and flora, atmospheric emissions, waste management and remediation of contaminated areas, among others. If the Company or its business partners are unable to comply with current and future legal requirements, or identify and manage new or existing environmental liabilities, it will have to incur significant costs, which include investigation and remediation costs, indemnities, compensation, adjustment of conduct, fines, suspension of activities and other penalties, investments to improve facilities or change operations, in addition to damage to the Company's reputation in the market.
The identification of new relevant environmental issues, changes in assessment criteria by regulatory agencies, entry into force of more restrictive laws and regulations or other unforeseen events may result in significant environmental liabilities and their respective costs. The occurrence of any of these factors could have a material adverse effect on the Company's business, results of operations and financial condition. According to article 75 of Law No. 9,605/1998, the maximum fine for non-compliance with the environmental law is R$50,000 plus losses related to embargoes or administrative sanctions, in addition to indemnities and repairs for damages caused to the environment.
Climate change poses a number of potential systemic risks (environmental, financial and socioeconomic) to telecommunications operators, such as the Company, from both a regulatory and physical perspective. Increased intensity and frequency of extreme events, such as storms, cyclones, floods, fires and heat waves, may damage, suspend or interrupt the Company’s transmission operations for an indefinite period. Should a succession of extreme weather events occur, the Company may not have sufficient resources to repair its infrastructure in a timely and cost-effective manner.
In a quantitative analysis, it is noted that the increase in temperature directly affects the operating conditions of the Company's network equipment, which can cause failures, accelerated wear and loss of assets and, therefore, increase the probability of service interruptions, generating reputational and financial risks. For this reason, cooling the equipment is essential to ensure the proper operation of the Company. In more serious cases, the risk of fires can also increase. As a result, global warming can increase our demands for cooling and energy use, increasing our operating costs.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The telecommunications sector is not particularly dependent on fossil fuels, but it is dependent on electricity consumption for its networks, so variations in electricity prices are sensitive to the sector and can have a significant impact on the Company's operating expenses related to energy. The estimated economic impact of this risk classifies it as substantive, on the horizon of 2030.
To manage climate risks, the Company performs diagnostics on physical and transition risks, promotes energy efficiency programs and renewable energy and distributed energy generation plans, in addition to having a dedicated business continuity area, guided by the Global Business Continuity Regulation (“GBC”), which prescribes preventive risk management, ensuring the resilience of its operations before any possible interruption.
35.b. Compliance
The Company is subject to compliance with Brazilian legislation related to combating corruption, in particular Law No. 12,846/2013 and Decree No. 11,129/2022, as well as foreign legislation in the jurisdictions in which it operates as a securities issuer and securities, more specifically the US Foreign Corrupt Practice Act – FCPA of 1977.
Violations of legislation aimed at combating corruption may result in financial penalties, damage to reputation and other legal consequences that may negatively affect the Company's activities, the results of its operations or its financial condition.
The Company has internal policies and procedures designed to prevent, detect, and remedy non-compliance with these laws by the Company's board members, directors, partners, executives, representatives, and service providers; and develops and implements initiatives to ensure the continuous improvement of its Compliance Program, through a robust organizational and governance structure that guarantees actions based on ethics, transparency, and respect for applicable laws and regulations.
As a result of its commitment to maintaining a robust Compliance Program, since 2020 the Company has annually obtained the DSC 10,000 certification, currently valid until December 12, 2026. In 2023, it was recognized as a Pro-Ética company, an initiative of the Office of the Comptroller General of Brazil (CGU) and the Ethos Institute to encourage the voluntary adoption of integrity measures by companies and to recognize those committed to implementing actions aimed at preventing, detecting, and remedying acts of corruption and fraud. In 2024, it received the award for best Compliance department in the Telecom and Technology sector at the Leaders League Compliance Summit & Awards Brazil, and in 2025 it was highlighted as "Compliance Program of the Year", by the same organization.
- Subsequent Events
36.a. Approval by the Extraordinary General Meeting - Acquisition of Control of FiBrasil (note 1.c.3)
On January 9, 2026, the Company's Extraordinary General Meeting (“EGM”), among other matters, approved (i) the ratification of the acquisition by the Company of 24.99% of the shares and 1 subscription warrant issued by Fibrasil, previously held by CDPQ, as well as 25.01% of the shares and 1 subscription warrant issued by Fibrasil, previously held by Fibre Brasil; and (ii) the amendment of Article 2 of the Company's Bylaws, which deals with the corporate purpose, to include additional activities aimed at updating and complementing the Company's scope of activities in light of its positioning and business opportunities related to its strategy.
Due to the approval of the matters mentioned above, shareholders holding shares issued by the Company who dissent from said resolutions will have the right to withdraw from the Company by receiving reimbursement for the value of their shares, under the terms and conditions described below (“Right of Withdrawal”), without prejudice to the possibility of reconsideration provided for in § 3 of article 137 of the Brazilian Corporations Law.
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Telefônica Brasil S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024 and 2023
(In thousands of Reais, unless otherwise stated)
The Extraordinary General Meeting was held in compliance with §1 of article 256 of the Brazilian Corporations Law for the purpose of ratifying the acquisition of control of Fibrasil, which was completed and has legal effects since the closing date, November 12, 2025.
36.b. Declaration of Interest on Equity
At a meeting held on February 12, 2026, the Company's Board of Directors approved a proposal for distribution of interest on equity ("IOE"), in accordance with Article 26 of the Company's Bylaws, Article 9 of Law No. 9,249/1995, and CVM Resolution No. 143/2022, in the gross amount of R$325,000, equivalent to R$0.10170213856 per common share, with withholding tax at a rate of 17.5%, resulting in an estimated net amount of R$268,125, equivalent to R$0.08390426431 per common share, determined based on the balance sheet as of January 31, 2026.
As provided for in Article 26 of the Company's Bylaws, the interest distribution will be treated as a prepayment to the mandatory dividend for the year ending December 31, 2026. ad referendum of the Annual General Shareholders' Meeting to be held in 2027.
This distribution will be paid by April 30, 2027, on a date to be determined by the Company's Board of Directors, and will be credited individually to each shareholder, based on the shareholding position recorded in the Company's records at the end of February 23, 2026.
The IOE per share amounts may be adjusted considering the Company's shareholder base to be verified on February 23, 2026, due to any share acquisitions under the Company's current Share Buyback Program.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.