AXIA Energia (AXIA-PC) shifts ADRs to OTC and plans U.S. deregistration

Rhea-AI Filing Summary

AXIA Energia S.A. announces that its American Depositary Receipts will cease trading on the New York Stock Exchange after the close on August 6, 2026, and will begin trading on the U.S. over-the-counter market on August 7, 2026. On that date the company plans to file Form 15F with the U.S. Securities and Exchange Commission to deregister its securities and suspend reporting obligations under the Securities Exchange Act of 1934; deregistration and termination of reporting are expected to become effective 90 days after the filing.

After filing, AXIA Energia intends to provide information required under Rule 12g3-2(b) through its investor relations website and indicates it will keep the market informed about subsequent steps in this process.

Key Figures

ADR NYSE trading end date: August 6, 2026 OTC trading start date: August 7, 2026 Deregistration effectiveness period: 90 days

3 metrics

ADR NYSE trading end date August 6, 2026 ADRs cease trading on the New York Stock Exchange after the close on this date.

OTC trading start date August 7, 2026 ADRs begin trading on the U.S. over-the-counter market on this date.

Deregistration effectiveness period 90 days Expected period after filing Form 15F for deregistration and termination of reporting obligations to become effective.

Key Terms

American Depositary Receipts (ADRs), over-the-counter (OTC) market, Form 15F, Rule 12g3-2(b), +1 more

5 terms

American Depositary Receipts (ADRs) financial

"the Company announces that its American Depositary Receipts (ADRs) will cease trading"

American depositary receipts (ADRs) are certificates issued by a U.S. bank that represent ownership of shares in a foreign company, letting those shares trade on U.S. exchanges in U.S. dollars. Think of an ADR as a U.S. receipt for a foreign stock: it makes buying and selling simpler and subjects the investment to familiar U.S. trading rules, which matters to investors because it improves access and liquidity while still carrying risks like currency moves and different dividend handling.

over-the-counter (OTC) market financial

"Beginning on August 7, 2026, the Company's ADRs will be traded on the U.S. over-the-counter (OTC) market"

An over-the-counter (OTC) market is a decentralized way of trading stocks, bonds, or other securities directly between dealers and investors rather than on a formal exchange. It matters to investors because OTC listings often involve smaller, less-regulated companies or specialized securities, which can mean higher risk, lower liquidity, and wider price swings—similar to shopping at a local flea market where selections and prices vary more than at a large supermarket.

Form 15F regulatory

"the Company will file Form 15F with the U.S. Securities and Exchange Commission"

Rule 12g3-2(b) regulatory

"information required pursuant to Rule 12g3-2(b) under the Exchange Act"

forward-looking statements regulatory

"This document may contain estimates and projections that ... may constitute forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What change did AXIA-PC announce regarding its ADR listing?

AXIA Energia S.A. will move its American Depositary Receipts from trading on the New York Stock Exchange to the U.S. over-the-counter (OTC) market. NYSE trading ends after the close on August 6, 2026, and OTC trading begins August 7, 2026.

When will AXIA Energia (AXIA-PC) ADRs stop trading on the NYSE?

AXIA Energia’s ADRs will cease trading on the New York Stock Exchange after the close of trading on August 6, 2026. From the next day, August 7, 2026, the ADRs are expected to trade on the U.S. OTC market instead.

Where will AXIA Energia (AXIA-PC) ADRs trade after August 7, 2026?

Beginning August 7, 2026, AXIA Energia’s ADRs will trade on the U.S. over-the-counter (OTC) market. This follows their last day of trading on the New York Stock Exchange after the close on August 6, 2026.

What is the purpose of AXIA Energia (AXIA-PC) filing Form 15F?

AXIA Energia plans to file Form 15F with the U.S. SEC on August 7, 2026 to deregister its securities and suspend reporting obligations under the U.S. Securities Exchange Act of 1934. Deregistration is expected to become effective 90 days after filing.

When is AXIA Energia’s (AXIA-PC) U.S. deregistration expected to become effective?

AXIA Energia states that its deregistration and termination of Exchange Act reporting obligations are expected to become effective 90 days after filing Form 15F with the SEC, which it plans to do on August 7, 2026.

How will AXIA Energia (AXIA-PC) provide information after filing Form 15F?

After filing Form 15F, AXIA Energia plans to make information required under Rule 12g3-2(b) available on its Investor Relations website, https://ri.axia.com.br/, and indicates it will continue to inform the market about subsequent steps in the process.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of August, 2026

Commission File Number 1-34129

AXIA Energia S.A.

(Exact name of registrant as specified in its charter)

AXIA Energia S.A.

(Translation of Registrant's name into English)

Avenida Graça Aranha, 26
Centro, CEP 20030-900
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 Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

 AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Migration of ADR Trading to the OTC Market and Filing of Form 15F Rio de Janeiro, August 5, 2026, AXIA Energia S.A. (“Company” or “AXIA Energia”), informs that further to the material fact disclosed on April 1, 2026, the Company announces that its American Depositary Receipts (ADRs) will cease trading on the New York Stock Exchange (NYSE) after the close of trading on August 6, 2026. Beginning on August 7, 2026, the Company's ADRs will be traded on the U.S. over-the-counter (OTC) market. On the same date, the Company will file Form 15F with the U.S. Securities and Exchange Commission (SEC) to deregister its securities and suspend its reporting obligations under the Securities Exchange Act of 1934. The Company's deregistration and the termination of its reporting obligations under the Exchange Act are expected to become effective 90 days following the filing of Form 15F. Following the filing of Form 15F, the Company will make available on its Investor Relations website, https://ri.axia.com.br/ , the information required pursuant to Rule 12g3-2(b) under the Exchange Act. The Company will continue to keep the market informed regarding the next steps of this process. Eduardo Haiama Vice President of Finance and Investor Relations

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 5, 2026

AXIA Energia S.A.
By:	/S/ Eduardo Haiama
	Eduardo Haiama Vice-President of Finance and Investor Relations

FORWARD-LOOKING STATEMENTS

This document may contain estimates and projections that are not statements of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words “believes”, “may”, “can”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, and similar expressions are intended to identify estimates that necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include, but are not limited to: general economic, regulatory, political, and business conditions in Brazil and abroad; fluctuations in interest rates, inflation, and the value of the Brazilian Real; changes in consumer electricity usage patterns and volumes; competitive conditions; our level of indebtedness; the possibility of receiving payments related to our receivables; changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants; our financing and capital investment plans; existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and SEC. Estimates and projections refer only to the date they were expressed, and we do not assume any obligation to update any of these estimates or projections due to new information or future events. Future results of the Company’s operations and initiatives may differ from current expectations, and investors should not rely solely on the information contained herein. This material contains calculations that may not reflect precise results due to rounding.