AXIA Energia (AXIA) explains tax on class C share redemption

Rhea-AI Filing Summary

AXIA Energia S.A. will redeem its class “C” preferred shares (PNC). The redemption amount per share will equal the closing trading price of its common shares on August 5, 2026, namely R$ 53.71. The shareholder position at the end of August 7, 2026 will be the record date. Payment will be made in Brazilian currency, in a single installment, on August 24, 2026, with payment to ADR holders occurring within up to seven business days after payment to holders of PNC shares traded on B3.

Brazilian resident investors may be subject to income tax and other taxes on any gain from the redemption, according to rules for their investor category. Non-resident investors may have Withholding Income Tax (WHT) retained on any capital gain, deducted from the redemption amount. Non-residents must send an Excel spreadsheet and supporting documents with acquisition cost information to resgate@axia.com.br by 6:00 p.m. (Brasília time) on August 13, 2026 so the Company can calculate any capital gain based solely on the information provided.

Key Figures

Redemption price per PNC share: R$ 53.71 Record date for PNC redemption: End of August 7, 2026 Redemption payment date: August 24, 2026 +2 more

5 metrics

Redemption price per PNC share R$ 53.71 Equal to the closing trading price of common shares on August 5, 2026

Record date for PNC redemption End of August 7, 2026 Shareholder position at end of day determines entitlement to redemption

Redemption payment date August 24, 2026 Single installment payment in Brazilian currency to PNC holders

ADR payment timing Up to seven business days Period after payment to PNC holders on B3 for ADR holder payments

Non-resident data deadline 6:00 p.m. August 13, 2026 Brasília time deadline to submit acquisition cost spreadsheet and documents

Key Terms

Withholding Income Tax, capital gain, non-resident investors, American Depositary Receipts, +1 more

5 terms

Withholding Income Tax financial

"corresponding to the Withholding Income Tax (“WHT”) levied on any capital gain"

capital gain financial

"The capital gain shall correspond to the positive difference, if any, between"

A capital gain is the profit an investor earns when they sell an asset — such as a stock, bond, or property — for more than they originally paid. Think of it like selling a used car for more than you bought it: the difference is your gain. Capital gains matter because they increase an investor’s overall return and can affect taxable income, which influences net profit from an investment.

non-resident investors financial

"applicable to each type of non-resident investor, subject to the following"

American Depositary Receipts financial

"Payment to ADR holders will occur within up to seven business days"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

National Monetary Council regulatory

"Investment made in accordance with the rules of the National Monetary Council"

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FAQ

What is AXIA (AXIA) doing with its class C preferred (PNC) shares?

AXIA Energia is redeeming all class “C” preferred (PNC) shares at a price equal to the common share closing price on August 5, 2026, which is R$ 53.71 per share, with payment in Brazilian currency on August 24, 2026.

What record date applies to AXIA (AXIA) PNC share redemption?

For the PNC redemption, the shareholder position at the end of August 7, 2026 will be considered the record date. Only investors holding PNC shares at that time will be entitled to receive the redemption amount for those shares.

When will AXIA (AXIA) pay the PNC redemption amount and how?

AXIA Energia will pay the PNC redemption amount in Brazilian currency in a single installment on August 24, 2026. ADR holders will receive payment within up to seven business days after the payment made to PNC holders on B3.

How are Brazilian resident AXIA (AXIA) investors taxed on the PNC redemption?

Brazilian resident shareholders may have income tax and other taxes applied to any gain realized on the PNC redemption, based on rules for their investor type. Each investor is responsible for consulting advisors and paying any taxes due.

What must non-resident AXIA (AXIA) investors do for PNC redemption tax purposes?

Non-resident shareholders must submit an Excel spreadsheet and documents showing the acquisition cost of PNC shares to resgate@axia.com.br by 6:00 p.m. (Brasília time) on August 13, 2026, enabling calculation of any capital gain and related Withholding Income Tax.

Will AXIA (AXIA) withhold tax from non-resident investors’ PNC redemption proceeds?

AXIA Energia may withhold Withholding Income Tax (WHT) on any capital gain realized by non-resident shareholders in the PNC redemption. Any WHT withheld and collected will be deducted from the amount payable as the redemption amount for the PNC shares.

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 August, 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____

 

PNC Redemption – Tax Treatment

Rio de Janeiro, August 06, 2026, AXIA Energia S.A. (“Company” or “AXIA Energia”) in addition to the Material Fact disclosed on this date, regarding the announcement of the redemption of the Company’s class “C” preferred shares (“PNC”), the Company hereby informs shareholders of the tax treatment applicable to this transaction.

For purposes of the redemption, the shareholder position held at the end of August 07, 2026, will be considered as the record date. The redemption amount will be equivalent to the closing trading price of the Company’s common shares on the trading session held on August 05, 2026, namely R$ 53.71. Finally, payment of the redemption amount will be made in Brazilian currency, in a single installment, on August 24, 2026. Payment to ADR holders will occur within up to seven business days following the payment made to holders of redeemed PNC shares traded on B3.

1. Brazilian resident investors

Any gains realized by shareholders holding PNC shares who are resident in Brazil, including individuals and legal entities, investment funds, or other entities, as a result of the redemption may be subject to the incidence of income tax and other taxes, in accordance with the legal and regulatory rules applicable to each category of investor. Such shareholders are responsible for consulting their own advisors to assess the applicable taxation and for the payment of any taxes due.

2. Non-resident investors

Pursuant to the applicable legislation, the Company may withhold a portion of the amount due to shareholders who are not resident in Brazil, in an amount corresponding to the Withholding Income Tax (“WHT”) levied on any capital gain realized as a result of the redemption of the PNC shares.

The capital gain shall correspond to the positive difference, if any, between:

• the redemption amount per sharet; and

• the acquisition cost of the AXIA Energia shares held by the non-resident investor.

The WHT shall be withheld and collected by the Company in accordance with the legal and regulatory rules applicable to each type of non-resident investor, subject to the following rates:

(i) 15%;

(ii) 15% to 22,5%; or

(iii) 25%, in the case of a shareholder resident in a country or dependency with a favorable tax regime, pursuant to the legislation and regulations of the Brazilian Federal Revenue Service.

AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900

 

Any WHT withheld and collected by the Company shall be deducted from the amount payable to shareholders as the redemption amount for the PNC shares.

In order to enable the calculation of any capital gain, shareholders who are not resident in Brazil must complete and electronically submit to the Company, directly or through their custody agents, the template spreadsheet attached as Annex I to this Shareholders’ Notice.

The spreadsheet must be completed and submitted by e-mail, in Excel format, to the following e-mail address: resgate@axia.com.br, with the subject line “PNC Redemption – Capital Gain”, together with proper supporting documentation evidencing the acquisition cost informed, which must be attached to the same e-mail.

If a non-resident shareholder benefits from an exemption or reduction of the WHT rate, as well as from any other tax relief provided for under Brazilian legislation or international treaties, such condition must be reflected in the spreadsheet and accompanied by the respective legal basis and the relevant supporting documentation.

The information and documents must be submitted to the Company by 6:00 p.m. (Brasília time) on August 13, 2026.

The Company shall rely exclusively on the information and documents provided by the shareholders for purposes of calculating the capital gain, and such shareholders shall be fully responsible for the truthfulness, accuracy, and completeness of the information provided.

The Company, pursuant to the applicable legislation and regulations of the Brazilian Federal Revenue Service:

(i) shall consider the acquisition cost to be zero (R$0.00) for non-resident shareholders who fail to submit the information and supporting documentation within the deadline and in the manner indicated above; and

(ii) shall apply the 25% rate on gains realized by non-resident shareholders who fail to inform their country or jurisdiction of residence or tax domicile.

For further clarification, shareholders may contact the Company’s Investor Relations department by e-mail at ri@axia.com.br.

Eduardo Haiama
Vice President of Finance and Investor Relations

AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900

 

Annex I

ACQUISITION COST INFORMATION

Name	CPF/CNPJ	Tax Domicile	Investment made in accordance with the rules of the National Monetary Council (Joint Resolution No. 13/2024)?	Number of shares	Average acquisition cost of the PNC shares	Are you entitled to an exemption from, or reduction of, the Withholding Income Tax rate?
			[Yes / No]			[Yes / No]

AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900

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: August 6, 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.