AXIA completes 1.1-for-1 exchange into common shares

AXIA Energia S.A., formerly Eletrobras, has completed a mandatory share and ADS exchange tied to its migration to the Novo Mercado listing segment of B3.

Rhea-AI Filing Summary

AXIA Energia S.A., formerly Eletrobras, has completed a mandatory share and ADS exchange tied to its migration to the Novo Mercado listing segment of B3. All outstanding Class B1 preferred shares were converted into common shares at a fixed ratio of 1.1 common shares for each Class B1 preferred share, and Class B1 preferred ADSs were similarly exchanged into common ADSs at 1.1 common ADSs for each preferred ADS.

After the exchange, the newly issued common ADSs began trading on the NYSE under the existing ticker "AXIA" on June 10, 2026, with each common ADS representing one common share. The company’s common shares now trade on B3’s Novo Mercado under the ticker "AXIA3." AXIA Energia intends to terminate its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act for the Class B1 preferred ADSs.

Insights

Cross-listing and capital markets analyst

AXIA unifies its equity structure around common shares and common ADSs.

The company completed a mandatory exchange that converts all Class B1 preferred shares and preferred ADSs into common equity at a 1.1-for-1 ratio. This simplifies the capital structure and aligns all listed instruments with a single common share class.

Migration of the common shares to B3’s Novo Mercado and continued NYSE trading of common ADSs under "AXIA" may improve governance perception and liquidity, but the filing does not quantify these effects. Terminating reporting duties for the discontinued Class B1 preferred ADSs is an administrative step following their conversion.

Key Figures

Share exchange ratio: 1.1 common shares per 1 Class B1 preferred share ADS exchange ratio: 1.1 common ADSs per 1 Class B1 preferred ADS ADS share representation: 1 common share per 1 common ADS +1 more

4 metrics

Share exchange ratio 1.1 common shares per 1 Class B1 preferred share Mandatory exchange effective June 10, 2026

ADS exchange ratio 1.1 common ADSs per 1 Class B1 preferred ADS ADS conversion as part of Exchanges

ADS share representation 1 common share per 1 common ADS Ongoing NYSE listing under ticker AXIA

Effective date June 10, 2026 Completion of Exchanges and NYSE trading start for new common ADSs

Key Terms

Novo Mercado, American Depositary Shares, deposit agreement, Section 13(a), +1 more

5 terms

Novo Mercado financial

"migration to the Novo Mercado listing segment of B3 S.A."

American Depositary Shares financial

"class B1 preferred American Depositary Shares (the "Class B1 Preferred ADSs")"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

deposit agreement financial

"issued pursuant to that second amended and restated deposit agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Section 13(a) regulatory

"terminate its duty to file reports under Section 13(a) and Section 15(d)"

Section 13(a) of the U.S. securities law requires companies with publicly traded shares to file regular reports with the securities regulator, including comprehensive annual and periodic financial statements and disclosure of significant business developments. For investors, these filings act like routine health checkups that reveal a company’s finances, risks and major changes so people can compare firms, spot warning signs and make better-informed investment choices.

Section 15(d) regulatory

"terminate its duty to file reports under Section 13(a) and Section 15(d)"

Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital structure change did AXIA (AXIA) announce in this 6-K?

AXIA completed a mandatory exchange converting all Class B1 preferred shares and preferred ADSs into common shares and common ADSs at a 1.1-for-1 ratio, unifying its listed equity into a single common share class and corresponding ADSs.

What is the exchange ratio for AXIA Energia’s Class B1 preferred shares?

Each Class B1 preferred share was exchanged for 1.1 common shares. This fixed conversion rate also applied to Class B1 preferred ADSs, which were exchanged for 1.1 common ADSs per preferred ADS as part of the mandatory restructuring.

Where do AXIA Energia’s common ADSs and shares trade after the exchange?

Following the exchange, AXIA’s common ADSs trade on the NYSE under ticker "AXIA" and each ADS represents one common share. The company’s common shares trade on B3’s Novo Mercado segment under the ticker "AXIA3" in Brazil.

When did AXIA Energia’s newly exchanged common ADSs begin trading?

The newly exchanged common ADSs began trading on the New York Stock Exchange on June 10, 2026. Trading continues under AXIA’s existing NYSE ticker "AXIA," reflecting the company’s unified ADS structure after the conversion.

What reporting obligations does AXIA Energia plan to terminate?

AXIA intends to terminate its duty to file reports under Sections 13(a) and 15(d) of the U.S. Exchange Act for the Class B1 preferred ADSs. These instruments were fully exchanged into common ADSs, making separate reporting for them no longer necessary.

How does AXIA’s migration to B3’s Novo Mercado relate to this exchange?

The exchanges were carried out in connection with AXIA’s migration to B3’s Novo Mercado listing segment. This move required focusing on common shares, prompting the mandatory conversion of Class B1 preferred shares and ADSs into common equity instruments.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 06/10/2026 - 05:42 PM Learn about SEC filing dates

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 June, 2026

Commission File Number 001-34129

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., previously known as “Centrais Elétricas Brasileiras S.A. - Eletrobras” (the “Company”), hereby reports that, effective as of June 10, 2026, in connection with the Company's migration to the Novo Mercado listing segment of B3 S.A. – Brasil, Bolsa, Balcão (the “B3”), the Company has completed the previously-announced mandatory exchange pursuant to which (i) all of the Company's outstanding class B1 preferred shares, no par value (the "Class B1 Preferred Shares"), were exchanged for the Company's common shares, no par value (the "Common Shares"), at an exchange ratio of 1.1 Common Shares per each one (1) Class B1 Preferred Share (the "Preferred B1 Share Exchange") and (ii) all of the Company's outstanding class B1 preferred American Depositary Shares (the "Class B1 Preferred ADSs") were exchanged into the Company's common American Depositary Shares (the "Common ADSs," and together with the Class B1 Preferred ADSs, the "ADSs"), at a ratio of 1.1 Common ADSs for each Class B1 Preferred ADS (the "Preferred B1 ADS Exchange" and, together with the Preferred B1 Share Exchange, the "Exchanges").

Following the completion of the Exchanges, the newly-exchanged Common ADSs commenced trading on the New York Stock Exchange (“NYSE”) on June 10, 2026 under the ticker symbol "AXIA," the previously existing ticker symbol for the Company’s Common ADSs. Each Common ADS represents one (1) Common Shares of the Company. The Common ADSs are issued pursuant to that second amended and restated deposit agreement, dated as of June 14, 2022, among the Company, Citibank N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of the Common ADSs from time to time. The Company's Common Shares are listed and traded on the Novo Mercado listing segment of the B3 under the ticker symbol "AXIA3".

In connection with the Exchanges, the Company intends to terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act of 1934, as amended, for the Class B1 Preferred ADSs.

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: June 10, 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: the risks that the Class B1 Share Exchange, the Class B1 ADS Exchange, or any portion of such Exchanges, may not be consummated in a timely manner, or at all; the risk that the Company’s planned migration to the Novo Mercado may not occur in a timely manner or may not occur at all; the risk that the Class B1 Share Exchange, the Class B1 ADS Exchange, or the Company’s planned migration to the Novo Mercado may not provide the anticipated benefits to the Company or its shareholders, or any benefits at all; general economic, regulatory, political, and business conditions in Brazil and abroad; existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and SEC. 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.