AXIA Energia S.A. SEC Filings

AXIA Energia S.A. plans to merge four wholly owned subsidiaries—Juno Participações e Investimentos S.A., Tijoá Participações e Investimentos S.A., Retiro Baixo Energética S.A., and SPE Nova Era Janapu Transmissora S.A.—into the parent company, subject to approval at an Extraordinary General Meeting on August 28, 2026 and required ANEEL authorizations.

The mergers aim to simplify the corporate structure, consolidate operational, administrative, and tax activities, and enhance corporate governance and decision-making speed. AXIA Energia will succeed to all assets, rights, obligations, and contingencies, with no capital increase, no new shares, no exchange ratio, and no withdrawal rights. Advisory and appraisal costs are estimated at R$ 340,000.00, and the company estimates future cost reductions from eliminating redundancies and inefficiencies.

AXIA Energia S.A. engaged APSIS Consultoria e Avaliações to appraise the shareholders’ equity of its subsidiary SPE Nova Era Janapu Transmissora S.A. to support a planned merger of this company into AXIA Energia. The appraisal, based on the balance sheet as of December 31, 2025, concluded that shareholders’ equity amounts to BRL 562,331,755.84, representing the book value under Brazilian accounting practices.

The work followed Brazilian standards, including Corporate Law No. 6,404/76, CPC pronouncements approved by the CFC, and Technical Communication CTG 2002 for examinations of balance sheets used in appraisal reports. APSIS assessed internal controls for planning purposes, evaluated key accounting policies and estimates, and obtained evidence it considered sufficient to state that the recorded equity reflects the Company’s book value in all material respects.

The report also summarizes major accounting policies, such as treatment of cash equivalents with maturities of up to 90 days and recognition of electricity transmission contractual assets under CPC 47 (equivalent to IFRS 15), and includes a glossary of valuation and accounting concepts. AXIA Energia reiterates standard cautionary language regarding forward-looking statements and macroeconomic, regulatory, hydrological, and financial risks.

Axia Energia S.A. is convening an exclusively digital Extraordinary General Meeting on 08/28/2026 at 2:00 p.m. via the Atlas AGM platform. Shareholders will vote on ratifying appraisal firms Taticca and Apsis, approving book value appraisal reports, and approving the mergers of Juno, Tijoá Energia, Retiro Baixo, and NE Janapu into Axia Energia, with management authorized to implement these mergers once stated conditions precedent are met.

Holders can exercise remote voting through a remote voting ballot (BVD) submitted via Itaú Corretora, custody agents, B3’s Central Depositary, or directly through Atlas AGM, with BVDs due by 08/24/2026. Participation via the Digital Platform requires credentialing by 11:59 p.m. on 08/26/2026. Under Article 6 of the bylaws, any shareholder or shareholder group is limited to exercising voting rights up to 10% of the voting capital.

AXIA Energia S.A. presents an audited appraisal supporting the proposed merger of JUNO Participações e Investimentos S.A. into AXIA, valuing Juno’s shareholders’ equity at R$ 71,717,754.78 as of June 10, 2026, based on its balance sheet prepared under Brazilian accounting practices consistent with IFRS.

The appraisal, performed by TATICCA Auditores e Consultores in accordance with Brazilian and international auditing standards, concludes that this amount represents, in all material respects, Juno’s shareholders’ equity. Juno’s equity consists mainly of R$ 71,147,238.23 in investments, with capital of R$ 2,791,844.83 and revenue reserves of R$ 68,925,909.95.

Juno is a holding company that controls Tijoá Participações e Investimentos S.A., the special-purpose entity operating the Três Irmãos Hydroelectric Power Plant, which has installed capacity of 807.50 MW and a physical guarantee of 217.5 average MW. The merger will be submitted for analysis and approval by AXIA’s shareholders.

AXIA Energia S.A. convenes an Extraordinary General Meeting for 08/28/2026 at 2:00 p.m., to be held exclusively via the Atlas AGM digital platform. Shareholders will vote on ratifying appraisal firms and approving book value appraisal reports and merger protocols for Juno Participações e Investimentos S.A., Tijoá Participações e Investimentos S.A., Retiro Baixo Energética S.A., and SPE Nova Era Janapu Transmissora S.A., as well as authorizing management to implement these mergers into AXIA Energia.

Remote voting will occur through a distance voting ballot (BVD), which must be fully completed, signed, and received by 08/24/2026. Participation via the digital platform requires credentialing by 11:59 p.m. on 08/26/2026. Ballots sent directly to the company are only accepted through the Atlas AGM site or app; other channels are rejected. Under Article 6 of the bylaws, any shareholder or group is barred from exercising voting rights above 10% of total voting shares, limiting voting concentration regardless of equity ownership.

AXIA Energia S.A. approved its 11th issue of simple, non-convertible, unsecured debentures, a single-series public offering of R$ 500,000,000.00 (500,000 debentures at R$ 1,000.00 each) to Brazilian Professional Investors under an automatic registration and firm placement guarantee regime.

The 10-year debentures are indexed to IPCA, maturing on July 15, 2036, with principal amortized in three annual installments starting July 15, 2034 and semi-annual interest payments beginning January 15, 2027. The coupon will be set via a bookbuilding process, capped by the higher of IPCA+ Treasury IPCA+ NTN-B yield minus 0.20% per year or 7.80% per year.

Proceeds must be used exclusively to pay or reimburse eligible project-related expenses or debts incurred within 48 months from the offer’s closing, in line with Law 12.431. The terms include optional early redemption, extraordinary amortization, company repurchases from August 15, 2028, and mandatory redemption offers upon specified control and risk-change events.

Axia Energia S.A. is undertaking its 11th issue of simple, non-convertible debentures in a single series, structured for public distribution in Brazil under an automatic registration procedure and restricted to professional investors. The issue is expected to raise R$ 500,000,000.00.

The debentures are indexed to the IPCA inflation index and accrue interest at a rate defined via a bookbuilding process, subject to a ceiling that references the internal rate of return of Treasury IPCA+ (NTN‑B 2035) minus 0.20% per year or 7.80% per year, on a 252‑Business‑Day basis. They have a 10‑year term, maturing on July 15, 2036, with principal amortized in three installments of 33.3333% on July 15, 2034, 50.0000% on July 15, 2035, and the remaining balance at maturity.

Proceeds are allocated to the Santo Antônio hydroelectric plant, classified as a priority project in the renewable energy generation sector. The project has estimated total financial needs of R$ 20,076,000,000.00, and the debenture issue is expected to cover about 2.49% of this amount for capex, operation, maintenance and modernization.

AXIA Energia S.A. is launching its 11th issue of simple, unsecured debentures, not convertible into shares, in a single series totaling R$ 500,000,000.00, corresponding to 500,000 debentures with a unit par value of R$ 1,000.00, under Brazil’s automatic registration procedure and targeted exclusively at Professional Investors.

The funds will be used exclusively to pay or reimburse expenses, costs, or debts related to the HPP Santo Antônio renewable hydroelectric project, which requires an estimated R$ 20,076,000,000.00; the issue is expected to cover 2.49% of this need. Bookbuilding is scheduled for July 24, 2026, with CVM registration, start announcement, and B3 settlement planned around late July 2026. The securities carry the credit risk of the issuer, will receive a Standard & Poor’s rating, and are subject to resale restrictions and Brazilian regulatory rules including Law 12.431 and CVM Resolution 160.

AXIA Energia S.A. reported that S&P National Ratings assigned a brAAA Brazil national scale rating to its 11th issuance of senior unsecured debentures totaling R$ 500 million, maturing on July 15, 2036. Multiple prior debenture issuances by AXIA Energia and its key subsidiaries also carry brAAA ratings.

As of March 31, 2026, pro forma for new issuances, AXIA had R$ 79.9 billion of consolidated debt, including R$ 16.3 billion secured and R$ 22.5 billion unsecured at the subsidiary level. S&P notes the company’s priority debt ratio is slightly below 50% of consolidated debt and states that a significant increase in subsidiary-level borrowing could lead to a one-notch downgrade of holding-company-level unsecured debt. Debentures issued by AXIA Energia Sul, AXIA Energia Norte, and AXIA Energia Nordeste are guaranteed by AXIA Energia and are rated using a risk substitution approach aligned with the parent’s credit rating.