AXIA Energia (NYSE: AXIA) closes R$500 million unsecured debenture offering

Q: What are the main terms and size of AXIA (AXIA)'s new debenture issue?

The issue comprises 500,000 debentures with a par value of R$1,000.00 , totaling R$500,000,000.00 . They are simple, unsecured, non-convertible debentures in a single series, issued on July 15, 2026 under Brazil’s automatic registration procedure.

Q: Who could invest in AXIA (AXIA)'s R$500 million debenture offering?

The offering was restricted to Professional Investors as defined under CVM Resolution 30. In total, 35 subscribers participated, including individuals, investment funds and financial institutions linked to AXIA and the distribution consortium.

Q: What risk rating did AXIA (AXIA)'s 11th debenture issue receive?

The debentures received a final Issue Risk Rating of brAAA from Standard & Poor’s Ratings do Brasil Ltda. This rating was assigned on July 21, 2026 and, as noted, the security’s characteristics remain subject to change under applicable regulations.

Q: Are AXIA (AXIA)'s new debentures freely tradable after issuance?

The debentures are subject to resale restrictions under article 86, item I, of CVM Resolution 160. This means secondary market trades must observe those regulatory limits, and the securities were originally placed only with Professional Investors in Brazil’s capital markets.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

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.

Filing Explained

Two linked financial institutions subscribed for 468,400 of 500,000 debentures; automatic registration did not involve prior CVM or ANBIMA review.

The completed R$500 million debenture offering was allocated with 468,400 of its 500,000 debentures subscribed by two financial institutions linked to AXIA or the distribution consortium, identifying the distribution’s main subscriber category.

The offer’s automatic registration was granted on July 27, 2026; the notice states that the CVM and ANBIMA did not conduct and will not conduct a prior review of the offering documents.

Key Figures

Total debentures issued: 500,000 debentures Unit par value: R$1,000.00 Total offering amount: R$500,000,000.00 +4 more

7 metrics

Total debentures issued 500,000 debentures 11th issuance, simple unsecured non-convertible debentures in a single series

Unit par value R$1,000.00 Par value per debenture on the Issuance Date July 15, 2026

Total offering amount R$500,000,000.00 Aggregate nominal value of AXIA Energia’s 11th debenture issuance

Issue risk rating brAAA Final Issue Risk Rating assigned by Standard & Poor’s Ratings do Brasil Ltda. on July 21, 2026

CVM registration date July 27, 2026 Automatic registration granted by the CVM under No. CVM/SRE/AUT/DEB/PRI/2026/368

Eligible expense period 48 months Project-related expenses must occur within 48 months from the closing date of the Offer

Number of subscribers 35 Total investors that subscribed and paid for the 500,000 debentures

Key Terms

simple debentures, automatic registration procedure, Professional Investors, Law No. 12.431, +2 more

6 terms

simple debentures financial

"public distribution of 500,000 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 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.

Law No. 12.431 regulatory

"The Debentures were issued in the manner provided for in article 2 of Law No. 12.431"

CVM Resolution 160 regulatory

"pursuant to article 76 of CVM Resolution No. 160, of July 13, 2022"

National Monetary Council regulatory

"Resolution of the National Monetary Council ("CMN") No. 5.034, of July 21, 2022"

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Available on EDGAR 07/30/2026 - 04:18 PM Accepted by SEC EDGAR 07/30/2026 - 04:18 PM

FAQ

What did AXIA (AXIA) complete with its 11th debenture issuance?

AXIA completed a public offering of R$500,000,000.00 in 500,000 simple, unsecured, non-convertible debentures. The securities form the company’s 11th issuance, issued in a single series at R$1,000.00 par value each and placed mainly with institutional investors.

What are the main terms and size of AXIA (AXIA)'s new debenture issue?

The issue comprises 500,000 debentures with a par value of R$1,000.00, totaling R$500,000,000.00. They are simple, unsecured, non-convertible debentures in a single series, issued on July 15, 2026 under Brazil’s automatic registration procedure.

Who could invest in AXIA (AXIA)'s R$500 million debenture offering?

The offering was restricted to Professional Investors as defined under CVM Resolution 30. In total, 35 subscribers participated, including individuals, investment funds and financial institutions linked to AXIA and the distribution consortium.

How will AXIA (AXIA) use the proceeds from the 11th debenture issuance?

Proceeds must be used exclusively to pay or reimburse expenses, costs or debts related to a specified energy project. Eligible expenses are those associated with the project filed with the Ministry of Mines and Energy and incurred within 48 months from the offering’s closing date.

What risk rating did AXIA (AXIA)'s 11th debenture issue receive?

The debentures received a final Issue Risk Rating of brAAA from Standard & Poor’s Ratings do Brasil Ltda. This rating was assigned on July 21, 2026 and, as noted, the security’s characteristics remain subject to change under applicable regulations.

When was AXIA (AXIA)'s debenture offering registered and under what regime?

The Brazilian CVM automatically granted registration for the debenture offering on July 27, 2026, under number CVM/SRE/AUT/DEB/PRI/2026/368. The offer followed the automatic registration procedure and related documents were not subject to prior CVM or ANBIMA review.

Are AXIA (AXIA)'s new debentures freely tradable after issuance?

The debentures are subject to resale restrictions under article 86, item I, of CVM Resolution 160. This means secondary market trades must observe those regulatory limits, and the securities were originally placed only with Professional Investors in Brazil’s capital markets.

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____

THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES.

CLOSING NOTICE

OF THE PUBLIC OFFERING, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION, OF THE 11TH (ELEVENTH) ISSUANCE OF

AXIA ENERGIA S.A.

CNPJ no. 00.001.180/0001-26

in the amount of

R$ 500,000,000.00

(five hundred million reais)

ISIN CODE OF DEBENTURES: BRAXIADBS0I5

Final Issue Risk Rating of “brAAA” assigned by Standard & Poor’s Ratings do Brasil Ltda.*

*This rating was made on July 21, 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 27, 2026, UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/368.

SECURITY OFFERED AND IDENTIFICATION OF THE OFFEROR

AXIA ENERGIA S.A., a corporation registered as a securities issuer, category “A”, before the CVM, in an 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 with 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 BTG PACTUAL INVESTMENT BANKING LTDA., an institution that is part of the securities distribution system, with an office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.477, 14º andar, CEP 04538-133, registered with the CNPJ under no. 46.482.072/0001-13

(“Lead Coordinator”) and XP INVESTIMENTOS CORRETORA DE CÂMBIO, TÍTULOS E

VALORES MOBILIÁRIOS S.A., a financial institution that is part of the securities distribution system, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia do Botafogo, nº 501, bloco 1, CEP 22.250-911, enrolled with the CNPJ under No. 02.332.886/0001-04 (“XP Investimentos” and, together with the Lead Coordinator, the “Coordinators”), hereby communicate, on this date, pursuant to article 76 of CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160” and “Closing Announcement”, respectively), the closing of the public distribution of 500,000 (five hundred thousand) simple debentures, not convertible into shares, of the unsecured type, in a single series, of the 11th (eleventh) issuance of the Issuer ("Debentures" and "Issuance", respectively), all with a par value of R$1,000.00 (one thousand reais), on the issuance date, that is, July 15, 2026 (“Unit Par Value" and "Issuance Date", respectively), totaling, on the Issuance Date, the amount of R$500,000,000.00 (five hundred million reais), as provided for in the "Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A.", entered into on July 17, 2026, between the Issuer, and VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., a financial institution

authorized to operate by the Central Bank of Brazil, incorporated as a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at Rua Gilberto Sabino, nº 215, 4º andar, Pinheiros, CEP 05.425-020, enrolled with the CNPJ under no. 22.610.500/0001-88 (www.vortx.com.br), as trustee, representing the communion of the holders of the Debentures (“Trustee” and “Original Issuance Deed”, respectively), as amended by the “First Amendment to the Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A.”, entered into on July 27, 2026, between the Issuer and the Trustee (“First Amendment to the Original Issuance Deed” and, when together with the Original Issuance Deed, “Issuance Deed”), intended 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”), in the terms of Law No. 6.385, of December 7, 1976, as amended, CVM Resolution 160 and other applicable legal provisions ("Offer").

The Debentures were issued in the manner provided for in article 2 of Law No. 12.431, of June 24, 2011, as amended (“Law 12.431”), and in Decree No. 11.964, of March 26, 2024, as amended (“Decree 11.964”), or rules that amend, replace or complement them. The Project (as defined below) was filed with the National Secretariat for Energy Transition and Planning of the Ministry of Mines and Energy (“MME”) under No. 48340.004093/2026-64, on July 07, 2026.

Pursuant to article 2, paragraph 1, of Law 12.431, Decree 11.964, and Resolution of the National Monetary Council ("CMN") No. 5.034, of July 21, 2022, as amended ("CMN Resolution 5.034"), the funds raised by the Issuer through the Debentures will be used exclusively for future payment, reimbursement of expenses, costs or debts related to the implementation of the project described below ("Project") that have occurred within a period equal to or less than 48 (forty-eight) months from the closing date of the Offer:

BOOKKEEPER

The institution providing bookkeeping services for the Debentures under this Issue is BTG PACTUAL SERVIÇOS FINANCEIROS S.A. DTVM, headquartered at Praia de Botafogo, nº 501, 5º andar (parte), Botafogo, city of Rio de Janeiro, state of Rio de Janeiro, CEP 2250-040, registered with the CNPJ under No. 59.281.253/0001-23 (“Bookkeeper”), a term that includes any other institution that may succeed the Bookkeeper in providing the bookkeeping services set forth in this Issuance Deed, which shall be responsible for maintaining the records of the Debentures,

among other responsibilities defined in the regulations issued by the CVM and B3.

FINAL DISTRIBUTION DATA

The final distribution data for the Offer are shown in the table below, in accordance with Annex N of CVM Resolution 160.

Debentures
Investor Type	Number of Debenture Subscribers	Number of Subscribed and Paid-in Debentures
Individuals	4	880
Investment Clubs	-	-
Investment Funds	29	30,720
Private Pension Entities	-	-
Insurance Companies	-	-
Foreign Investors	-	-
Intermediary Institutions participating in the distribution consortium	-	-
Financial institutions linked to the Issuer and consortium participants	2	468,400
Other Financial Institutions	-	-
Other legal entities linked to the Issuer and to the participants of the consortium	-	-
Other legal entities	-	-
Partners, administrators, employees, agents and other persons related to the Issuer and the participants of the consortium	-	-
Total	35	500,000

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 “Closing Notice of the Public Offering for Distribution, under the Automatic Registration Procedure, of Simple Debentures, not Convertible into Shares, of the Unsecured Type, in Single Series, of the 11th (Eleventh) Issue of AXIA Energia S.A." (“Closing Notice"), which are not defined herein, shall have the meaning assigned to them in the Issuance Deed.

CONSIDERING THAT THE OFFER WAS 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 REVIEW BY THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS CLOSING 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 ARE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160.

Rio de Janeiro, July 29, 2026.

LEAD COORDINATOR

COORDINATOR

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 30, 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