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Axia Energia (AXIA) starts R$2,000,000,000 unsecured debenture distribution

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Axia Energia S.A. reports the start of a Brazilian public distribution of 2,000,000 simple debentures, not convertible into shares and unsecured, in two series, as its 10th issuance. Each debenture has a par value of R$1,000.00, for an aggregate nominal amount of R$ 2,000,000,000.00 on the July 15, 2026 issue date.

The offer uses the automatic registration procedure under CVM Resolution 160, was registered by CVM on July 15, 2026, and is directed exclusively to “Professional Investors.” The debentures carry a final issue rating of “brAAA” from Standard & Poor’s Ratings do Brasil Ltda., and are primarily exposed to the credit risk of Axia Energia.

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Filing Explained

Registration has occurred, but distribution is not yet shown as settled; the two-billion-real debenture offer is not convertible into common shares.

As a Form 6-K, this report furnishes interim material information and discloses the commencement of AXIA Energia’s public distribution of R$2,000,000,000.00 of debentures. The securities are non-convertible, so this stated structure does not add common shares through conversion or create that form of dilution for existing common holders.

Although CVM registration was granted on July 15, 2026, the filing remains a commencement notice: financial settlement is scheduled for July 17, 2026, and the closing notice may be published up to 180 days after July 16, 2026; the dates are expressly subject to change.

The automatic-registration process was not subject to prior analysis by CVM, ANBIMA, or another regulatory or self-regulatory body, and the filing states that registration is not a guarantee of the information’s truthfulness or a judgment on AXIA or the debentures. Because the offer is limited to professional investors, the prospectus, information sheet, and offer-acceptance document were waived.

The stated completion milestones are financial settlement on July 17, 2026 and the later closing notice; the filing does not establish in this document that either milestone has been completed.

Sources and calculations
Total debentures issued 2,000,000 Number of simple debentures in the 10th issuance
Par value per debenture R$1,000.00 Par value on the Issuance Date, July 15, 2026
Total nominal amount R$ 2,000,000,000.00 Aggregate nominal amount of the 10th issuance
Maximum period to closing notice 180 days Maximum time from July 16, 2026 to publish the Closing Notice
simple debentures financial
"public distribution of 2,000,000 (two million) simple debentures, not convertible into shares"
Automatic Registration Procedure regulatory
"for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A."
Professional Investors regulatory
"intended exclusively for professional investors, as defined under the terms of articles 11 and 13"
Professional investors are individuals or organizations whose business is managing money for others or for large pools of capital, such as fund managers, pension funds, insurance companies, and registered investment advisors. They matter to other investors because they trade in larger sizes, gain access to specialized information and deals, and can move markets or set price expectations—think of them as seasoned pilots handling big aircraft compared with casual drivers in small cars.
Bookbuilding Procedure financial
"Bookbuilding Procedure 07/14/2026"
credit risk of the Issuer financial
"THE SECURITIES SUBJECT TO THE OFFER ARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER."

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

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FAQ

What securities is AXIA (AXIA) offering in its 10th issuance?
AXIA Energia is offering simple debentures, unsecured and not convertible into shares, in two series as its 10th issuance. These debentures are distributed publicly in Brazil under the automatic registration procedure, targeting a specific investor base.

What is the size of AXIA (AXIA) 10th debenture issuance?
The 10th issuance totals 2,000,000 simple debentures with a par value of R$1,000.00 each, for an aggregate nominal amount of R$ 2,000,000,000.00. All figures refer to the issue date of July 15, 2026.

Who can invest in AXIA (AXIA) new debentures?
The debentures are offered exclusively to Professional Investors as defined in articles 11 and 13 of CVM Resolution No. 30. Because of this restricted audience, disclosure of a prospectus and information sheet has been formally waived.

How was the AXIA (AXIA) debenture offer registered in Brazil?
The offer was registered with the Brazilian securities regulator CVM on July 15, 2026 under the automatic registration procedure. It was not subject to prior analysis by CVM or ANBIMA, consistent with CVM Resolution 160 provisions for qualified frequent issuers.

What risk rating and key risks apply to AXIA (AXIA) debentures?
The debentures received a final issue rating of “brAAA” from Standard & Poor’s Ratings do Brasil Ltda. The securities are primarily exposed to the credit risk of the issuer, and investors are directed to review the risk factors in the issuer’s reference form.

What is the expected timeline for AXIA (AXIA) debenture offer stages?
Key dates include bookbuilding on July 14, 2026, CVM registration on July 15, 2026, financial settlement on July 17, 2026, and publication of the closing notice within up to 180 days from July 16, 2026.

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 July, 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____

 
 

 Classificação: Pública COMMENCEMENT NOTICE OF THE PUBLIC OFFERING, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN 2 (TWO) SERIES, OF THE 10TH (TENTH) ISSUANCE OF AXIA ENERGIA S.A. CNPJ no. 00.001.180/0001-26 in the amount of R$ 2,000,000,000.00 (two billion reais) ISIN CODE OF DEBENTURES 1ST SERIES: BRAXIADBS0G9 ISIN CODE OF DEBENTURES 2ND SERIES: BRAXIADBS0H7 Final Issue Risk Rating of “brAAA” assigned by Standard & Poor’s Ratings do Brasil Ltda.* *This rating was made on June 30, 2026; the characteristics of this security are subject to change. DISCLOSURE OF A PROSPECTUS WAS WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE INFORMATION SHEET, IN ACCORDANCE WITH §1 OF ARTICLE 23, BOTH OF CVM RESOLUTION 160 (AS DEFINED BELOW) FOR THE EXECUTION OF THIS OFFER (AS DEFINED BELOW). THE REGISTRATION OF THE OFFER OF THE DEBENTURES WAS AUTOMATICALLY GRANTED BY THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (“CVM”) ON JULY 15, 2026, UNDER (I) NO. CVM/SRE/AUT/DEB/PRI/2026/345 FOR THE DEBENTURES OF THE FIRST SERIES; AND (II) NO. CVM/SRE/AUT/DEB/PRI/2026/346 FOR THE DEBENTURES OF THE SECOND SERIES. 1. SECURITY OFFERED AND IDENTIFICATION OF THE OFFEROR AXIA ENERGIA S.A., a corporation registered as a securities issuer, category "A", before CVM, in operational phase, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Graça Aranha, nº 26, Loja A, Centro, CEP 20.030-900, registered in the National Register of Legal Entities of the Ministry of Finance ("CNPJ") under No. 00.001.180/0001- 26, with its constitutive acts registered with the Board of Trade of the State of Rio de Janeiro under NIRE 33.300.346.767 ("Issuer"), together with ITAÚ BBA ASSESSORIA FINANCEIRA S.A., a corporation, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.500, 1º, 2º, 3º (Parte), 4º e 5º Andares, enrolled with the CNPJ under no. 04.845.753/0001-59 (“Lead Coordinator”), BANCO SANTANDER (BRASIL) S.A., a financial institution that is part of the securities distribution system, with an office in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 2.041 e 2.235, 24° andar, CEP 04.543-011, enrolled with the CNPJ under no. 90.400.888/0001-42 (“Santander”), BANCO Classificação: Pública BRADESCO BBI S.A., a financial institution that is part of the securities distribution system, headquartered in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 1.309, 5º andar, CEP 04.543-011, enrolled with the CNPJ under No. 06.271.464/0073-93 (“Bradesco BBI”) and UBS BB CORRETORA DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution belonging to the UBS BB SERVIÇOS DE ASSESSORIA FINANCEIRA E PARTICIPAÇÕES S.A. group, and a member of the securities distribution system, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 4.440, 4º andar (parte), Itaim Bibi, CEP 04.538-132, enrolled with the CNPJ under No. 02.819.125/0001-73 (“UBS BB” and, together with the Lead Coordinator, Santander and Bradesco BBI, the “Coordinators”), hereby communicate, pursuant to article 59, item II and §3, of CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160” and “Commencement Notice”, respectively), the beginning of the public distribution of 2,000,000 (two million) simple debentures, not convertible into shares, of the unsecured type, in 2 (two) series, of the 10th (tenth) issuance of the Issuer (“ Debentures” and “Issuance”, respectively), with a par value of R$1,000.00 (one thousand reais), on the date of issue, that is, July 15, 2026 (“Issuance Date”), totaling, on the Issuance Date, the total amount of R$2,000,000,000.00 (two billion reais), as provided for in the "Private Instrument of Deed of the 10th (tenth) Issue of Simple Debentures, Not Convertible into Shares, Unsecured, in up to 2 (two) Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A.", entered into on June 26, 2026, between the Issuer and PENTÁGONO S.A. DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS, a financial institution, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas, nº 4.200, bloco 08, ala B, salas 302, 303 e 304, Barra da Tijuca, CEP 22.640-102, enrolled with the CNPJ under No. 17.343.682/0001-38 as trustee, representing the communion of the holders of the Debentures, within the scope of the Issue (“Trustee” and “Original Issuance Deed”, respectively), as amended by the “First Amendment to the Private Instrument of Deed of the 10th (tenth) Issue of Simple Debentures, Not Convertible into Shares, Unsecured, in up to 2 (two) Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A.” entered into on July 15, 2026, between the Issuer and the Trustee (“First Amendment to the Original Issuance Deed” and, together with the Original Issuance Deed, “Issuance Deed”), intended exclusively for professional investors, as defined under the terms of articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended (“Professional Investors”), being, therefore, subject to the Automatic Registration Procedure of a public offering for the distribution of securities, pursuant to article 25 and article 26, item IV, item "a", of CVM Resolution 160, of article 19 of Law No. 6.385, of December 7, 1976, as amended and other applicable laws and regulations ("Offer"). 2. WAIVER OF PROSPECTUS AND OFFER INFORMATION SHEET The Debentures shall be offered exclusively to Professional Investors, therefore disclosure of a prospectus and information sheet and the use of an Offer acceptance document are waived, pursuant to article 9, item I and §3, and article 23, §1, both of CVM Resolution 160. 3. AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION The registration of the Offer was granted by CVM on July 15, 2026, under (i) CVM/SRE/AUT/DEB/PRI/2026/345 2026/345 for the First Series Debentures; and (ii) CVM/SRE/AUT/DEB/PRI/2026/346 2026/346 for the Second Series Debentures. The Offer will be conducted under the automatic registration procedure and was not submitted to prior analysis by the Brazilian Association of Financial and Capital Market Entities ("ANBIMA") or Classificação: Pública any regulatory or self-regulatory body, pursuant to Article 26, item IV, subitem "a", and article 27, item I, both of CVM Resolution 160, given that (i) the Issuer qualifies as a frequent issuer of fixed income securities - EFRF, as it is an issuer with high market exposure - EGEM, as provided in item I, article 38-A of CVM Resolution No. 80, of March 29, 2022, as in force; (ii) the Debentures are non-convertible and non-exchangeable into shares issued by the Issuer; and (iii) the Offer will be intended exclusively for Professional Investors. The Offer shall be registered with ANBIMA within 7 (seven) days from the date of publication of the Offer closing announcement, pursuant to articles 15 and 18 of the "Rules and Procedures for Public Offerings", as in force, an integral part of the "ANBIMA Self-Regulation Code for Structuring, Coordination and Distribution of Public Offerings of Securities and Public Takeover Offers", as in force. 4. ESTIMATED SCHEDULE OF OFFER STAGES Below is a schedule of the main stages of the Offer: Event(1) Date(2) 1 Submission of electronic application form for the Offer to the CVM 06/26/2026 2 Publication of the Market Notice 06/26/2026 3 Bookbuilding Procedure 07/14/2026 4 Publication of market notice regarding the result of the Bookbuilding Procedure 07/15/2026 5 Registration of the Offer with the CVM 07/15/2026 6 Date of publication of this Commencement Notice 07/16/2026 7 Financial Settlement Date of the Debentures 07/17/2026 8 Maximum date for publication of the Closing Notice Up to 180 (one hundred and eighty) days from the publication of this Commencement Notice The dates provided for future events are merely indicative and are subject to changes, modifications, suspensions, extensions, delays and anticipations without prior notice, at the discretion of the Issuer and the Coordinators. Any modification to the distribution schedule must be communicated to the CVM and may be analyzed as a modification of the Offer, following the provisions of articles 67 and 69 of CVM Resolution 160. Furthermore, should changes in circumstances, suspension, extension, revocation or modification of the Offer occur, such schedule may be altered. Any communications or announcements relating to the Offer shall be made available on the websites of the CVM, B3, the Issuer and the Coordinators, under the terms provided in article 13 of CVM Resolution 160. 5. ADDITIONAL INFORMATION Additional information regarding the Issue, the Offer, the distribution and the Debentures may be obtained from the Coordinators or from the CVM. The capitalized terms used in this "Commencement Notice of the Public Offering for Distribution, under the Automatic Registration Procedure, of Simple Debentures, not Convertible into Shares, of the Unsecured Type, in 2 (Two) Series, of the 10th (Tenth) Issue of AXIA Energia S.A." ("Commencement Notice"), which are not defined herein, shall have the meaning assigned to them in the Issuance Deed. REGISTRATION OF THE PRESENT PUBLIC DISTRIBUTION OFFERING SHALL NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE TRUTHFULNESS OF THE INFORMATION PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED. (1) (2) Classificação: Pública THE SECURITIES SUBJECT TO THE OFFER ARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER. CAREFULLY READ THE TERMS AND CONDITIONS OF THE ISSUANCE DEED AND THE ISSUER'S REFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, PARTICULARLY THE "RISK FACTORS" SECTIONS OF THE ISSUER'S REFERENCE FORM, TO ASSESS THE RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE DEBENTURES. AN INVESTMENT INTENTION COLLECTION PROCEDURE WAS CONDUCTED BY THE COORDINATORS PURSUANT TO ARTICLES 61 AND 62 OF CVM RESOLUTION 160. THE MARKET OFFER IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE ISSUER AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON DIRECT OR INDIRECT ACTION BY THE ISSUER OR PERSONS LINKED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160. THE INFORMATION CONTAINED IN THIS COMMENCEMENT NOTICE AND MARKET NOTICES HAS NOT BEEN ANALYZED BY THE CVM, ANBIMA, OR BY ANY SELF-REGULATORY ENTITY. CONSIDERING THAT THE OFFER IS SUBJECT TO THE AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION, REGISTRATION OF THE OFFER DID NOT REQUIRE PRIOR ANALYSIS BY THE CVM AND ANBIMA. ACCORDINGLY, THE DOCUMENTS RELATING TO THE DEBENTURES AND THE OFFER HAVE NOT BEEN AND SHALL NOT BE SUBJECT TO PRIOR REVIEW BY THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS COMMENCEMENT NOTICE AND ALL OTHER OFFER DOCUMENTS. FURTHER INFORMATION ABOUT THE DISTRIBUTION MAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM THE CVM. THE DEBENTURES SHALL BE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160. Rio de Janeiro, July 16, 2026. LEAD COORDINATOR COORDINATORS

 

 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

 

 
 

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: July 17, 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.

Source: View Original Filing on SEC EDGAR