AXIA Energia S.A. SEC Filings

AXIA Energia S.A. completed a public offering of R$500,000,000.00 in 500,000 simple, unsecured, non-convertible debentures, issued in a single series under its 11th issuance at a par value of R$1,000.00 per debenture on July 15, 2026.

The securities received a final Issue Risk Rating of brAAA from Standard & Poor’s Ratings do Brasil Ltda. on July 21, 2026 and were registered under the Brazilian CVM’s automatic registration procedure on July 27, 2026. The offering was directed to Professional Investors, with 35 subscribers in total, and the funds raised must be used exclusively to pay or reimburse expenses, costs or debts related to an energy project filed with the Ministry of Mines and Energy, limited to items incurred within 48 months from the closing date. The debentures are subject to resale restrictions under CVM Resolution 160.

Axia Energia S.A. is conducting a Brazilian public offering of 500,000 simple, unsecured, non-convertible debentures in a single series, its 11th issuance, with a unit par value of R$1,000.00, totaling R$500,000,000.00. The debentures, rated “brAAA” by Standard & Poor’s Ratings do Brasil Ltda., are distributed under the Brazilian CVM’s automatic registration procedure, with registration granted on July 27, 2026, and are offered exclusively to Professional Investors, which allowed a waiver of prospectus and information sheet disclosure.

The funds raised will be used under Law 12.431 exclusively to pay or reimburse expenses, costs or debts related to the HPP Santo Antônio renewable energy project, within 48 months from the offer closing date. The project, in operation since March 2012, has an estimated total funding need of R$20,076,000,000.00, of which this issuance represents 2.49%, and aims to support CAPEX for implementation, operation, maintenance and modernization of the hydroelectric plant.

AXIA Energia S.A. is conducting a public offering in Brazil of simple, non-convertible, unsecured debentures in a single series from its 11th issuance, totaling R$ 500,000,000.00. The securities are being distributed under the Brazilian automatic registration procedure, without prior analysis by the CVM, and are intended exclusively for professional investors.

The Bookbuilding Procedure, organized by BTG Pactual Investment Banking and XP Investimentos on July 24, 2026, collected investment intentions for the debentures and, as a result, it was defined that they will bear annual interest of 7.9537% on the Restated Unit Par Value, calculated on a 252-business-day basis. In the event of Full Optional Early Redemption or Optional Extraordinary Amortization, a Redemption or Amex Premium Factor of -0.40% will apply, also on a 252-business-day basis. The issue received a final rating of brAAA from Standard & Poor’s Ratings do Brasil on July 21, 2026, with a note that the rating and characteristics may change.

As demand did not exceed one third of the number of debentures offered, placement with related persons was allowed, so related persons may participate in the offer. The debentures are primarily exposed to the issuer’s credit risk and are subject to resale restrictions and other conditions set out in Brazilian regulations and the issuance deed.

AXIA Energia S.A. has filed a Form 25 to remove a class of its securities from listing on the New York Stock Exchange and from registration under Section 12(b) of the Securities Exchange Act of 1934. The company certifies compliance with applicable NYSE rules and SEC Rule 12d2-2. The notification is signed by Vice-President of Finance and Investor Relations Eduardo Haiama on July 27, 2026.

AXIA Energia S.A. released its 2026 Governance Report, stating that it achieved over 98% adherence to the practices recommended by the Brazilian Corporate Governance Code. A key milestone was completing its migration to B3's Novo Mercado segment in June 2026 and adopting the "one share, one vote" principle while preserving the Brazilian Federal Government's golden share.

The company highlights governance measures including a Board of Directors with 70% independent members, bylaw eligibility rules for officers and directors that go beyond legal requirements, annual evaluations of the board and executive management, and a Compliance Program and Whistleblower Channel aligned with leading integrity and ethics practices.

AXIA Energia S.A. completed a Brazilian public distribution of 2,000,000 simple, unsecured debentures in two series, each with a unit par value of R$ 1,000.00, totaling R$ 2,000,000,000.00, under the CVM automatic registration procedure for professional investors.

The first series placed 1,339,500 debentures with 159 subscribers, mainly investment funds, and the second series placed 660,500 debentures with 81 subscribers. The debentures carry a brAAA local rating from Standard & Poor's Ratings do Brasil as of June 30, 2026 and are subject to resale restrictions under CVM Resolution 160.

AXIA Energia S.A. reports completion of an auction at B3 of fractional common shares created by the conversion of Class “A1” and “B1” preferred shares into common shares as part of its migration to the Novo Mercado segment. The conversion occurred at a ratio of 1.1 common share per 1 preferred share, approved at an Extraordinary General Meeting on April 1, 2026.

The auction sold 21,632 common shares at an average price of BRL 50.16 per share, net of fees. Proceeds will be allocated to holders of fractional entitlements proportionally to their shareholdings, with payments available as of July 28, 2026. Amounts for shareholders without updated banking details will remain available for 365 days through Itaú Corretora de Valores S.A., which acts as bookkeeping agent.

AXIA Energia S.A. settled its 10th issuance of unsecured, non-convertible debentures, totaling R$ 2 billion including the additional allotment option. The securities were publicly distributed under the automatic registration procedure pursuant to CVM Resolution No. 160/2022 and placed exclusively with professional investors.

The issuance is divided into two series. The first series comprises 1,339,500 debentures with a 7-year term, maturing on July 15, 2033, paying semi-annual interest at the DI rate plus 0.70% and bullet principal repayment at maturity. The second series comprises 660,500 debentures with a 10-year term, maturing on July 15, 2036, paying semi-annual interest at the DI rate plus 0.85%, with annual principal amortizations starting in 2034.

Director Pedro Batista de Lima Filho of AXIA Energia S.A. reported indirect purchases totaling 209,600 AXIA shares on July 15, 2026 through managed accounts. These include purchases of 95,300 and 104,700 common shares and 4,600 and 5,000 Class "C" preferred shares in open-market or private transactions at weighted-average prices converted from Brazilian reals using a 5.1740 BRL/USD rate. The Class "C" preferred (PNC) shares automatically convert 1:1 into common between fiscal years 2026–2031, with reported indirect positions such as 4,813,851 underlying common shares, and 51,115 common shares held directly, while the reporting person and related entities disclaim beneficial ownership except to the extent of pecuniary interest.