AXIA Energia (NYSE: EBR) details small PNB1 appraisal payout

Rhea-AI Filing Summary

AXIA Energia S.A. reports the expiration of the appraisal rights period for its Class A1 and B1 preferred shares as part of its migration to the Novo Mercado of B3. Only one dissenting shareholder, holding 20 PNB1 shares, exercised appraisal rights.

The redemption value was set at R$ 40.6218599632 per PNB1 share, totaling R$ 812.44 to be paid by the company. Management states that this payment does not affect AXIA Energia’s financial stability and will not trigger a new general meeting to reconsider the preferred share conversion. Payment is expected on May 8, 2026.

Key Figures

PNB1 shares under appraisal: 20 shares Redemption price per PNB1 share: R$ 40.6218599632 per share Total redemption amount: R$ 812.44 +2 more

5 metrics

PNB1 shares under appraisal 20 shares Dissenting shareholder exercising appraisal rights

Redemption price per PNB1 share R$ 40.6218599632 per share Appraisal rights redemption value

Total redemption amount R$ 812.44 Aggregate payout to dissenting PNB1 shareholder

Exercise period end date May 4, 2026 Expiration of appraisal rights for PNA1 and PNB1

Expected payment date May 8, 2026 Scheduled payout of PNB1 redemption amount

Key Terms

appraisal rights, Novo Mercado, Brazilian Corporations Law, preferred shares, +1 more

5 terms

appraisal rights financial

"the period for the exercise of appraisal rights by holders of the Company’s Class “A1” and Class “B1” preferred shares"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Novo Mercado financial

"in the context of the Company’s migration to the Novo Mercado of B3 – Brasil, Bolsa, Balcão"

Brazilian Corporations Law regulatory

"pursuant to Article 137, item I, of Brazilian Law No. 6,404/1976 (the Brazilian Corporations Law)"

A set of legal rules that governs how corporations are formed, run, and wound down in Brazil, covering board duties, shareholder rights, financial reporting, takeovers and mergers. Think of it as the rulebook that tells public and private companies how to behave and what information they must share; investors use it to assess governance quality, legal protections for shareholders and the reliability of a company’s disclosures, all of which affect risk and value.

preferred shares financial

"holders of the Company’s Class “A1” and Class “B1” preferred shares (“PNA1” and “PNB1”, respectively)"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

forward-looking statements regulatory

"may constitute forward-looking statements under Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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 May, 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____

AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Expiration of Appraisal Rights | Class A1 and B1 Preferred Shares Rio de Janeiro, May 5, 2026 – AXIA Energia S.A. (“Company” or “AXIA Energia”), further to the material facts disclosed on February 18 and April 1, 2026, and to the notices to shareholders disclosed on March 2 and April 1, 2026, in the context of the Company’s migration to the Novo Mercado of B3 – Brasil, Bolsa, Balcão, hereby informs its shareholders and the market in general as follows: 1. Expiration of the Exercise Period. On May 4, 2026, the period for the exercise of appraisal rights by holders of the Company’s Class “A1” and Class “B1” preferred shares (“PNA1” and “PNB1”, respectively) who dissented from the resolutions approving the conversion of the PNA1 and PNB1 shares, as resolved at the respective special meetings of preferred shareholders held on April 1, 2026 (the “Preferred Shares Conversion”), expired, pursuant to Article 137, item I, of Brazilian Law No. 6,404/1976 (the Brazilian Corporations Law). 2. Exercise of Appraisal Rights. AXIA Energia has determined that, during the period for the exercise of appraisal rights, one dissenting shareholder holding 20 PNB1 shares exercised the respective appraisal rights. 3. Redemption Value. The amount to be disbursed by the Company as redemption value to the shareholder holding PNB1 shares who exercised the appraisal rights will be R$ 40.6218599632 per share, totaling R$ 812.44. 4. No Reconsideration of the Resolutions. Considering that the payment of the aggregate redemption amount to the dissenting shareholder holding PNB1 shares does not jeopardize the financial stability of AXIA Energia, the Company’s management informs that it will not call a general meeting of shareholders to reconsider or ratify the PNs Conversion, pursuant to article 137, §3, of the Brazilian Corporation Law. 5. Payment Date. The payment of the redemption value of the PNB1 shares held by the dissenting shareholder who exercised the appraisal rights is expected to occur on May 8, 2026. 6. Additional Information. Additional information regarding the PNs Conversion or the appraisal rights may be obtained by shareholders by contacting the Company’s Investor Relations department through the e-mail address: ri@axia.com.br. Eduardo Haiama Vice-President of Finance and Investor Relations

 

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: May 5, 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.

FAQ

What did AXIA Energia (EBR) disclose in this May 2026 6-K?

AXIA Energia disclosed that the appraisal rights period for its Class A1 and B1 preferred shares has ended. One dissenting holder of 20 PNB1 shares exercised appraisal rights, and the company will redeem these shares for cash at a defined value per share.

How many AXIA Energia PNB1 shares were submitted for appraisal rights?

During the appraisal rights period, one dissenting shareholder holding 20 PNB1 preferred shares exercised appraisal rights. This action relates to the conversion of preferred shares approved at special meetings on April 1, 2026, within AXIA Energia’s planned migration to B3’s Novo Mercado segment.

What redemption value will AXIA Energia (EBR) pay per PNB1 share?

AXIA Energia set the redemption value at R$ 40.6218599632 per PNB1 preferred share. For the 20 PNB1 shares subject to appraisal rights, this results in a total cash payment of R$ 812.44 to the dissenting shareholder, as stated in the company’s disclosure.

When will AXIA Energia pay the appraisal redemption amount?

AXIA Energia expects to pay the redemption value for the PNB1 shares on May 8, 2026. This payment covers the R$ 812.44 due to the single dissenting shareholder who exercised appraisal rights during the period that ended on May 4, 2026.

Will AXIA Energia reconsider the preferred share conversion after this appraisal exercise?

AXIA Energia’s management stated it will not call a general shareholders’ meeting to reconsider or ratify the preferred share conversion. The company concluded that paying the aggregate redemption amount of R$ 812.44 does not jeopardize its financial stability under the Brazilian Corporations Law framework.

How is the appraisal rights process linked to AXIA Energia’s Novo Mercado migration?

The appraisal rights process arose from resolutions approving the conversion of PNA1 and PNB1 preferred shares, a step in migrating to B3’s Novo Mercado. Dissenting preferred shareholders could request redemption, and one PNB1 holder used this right during the specified exercise period.

How can AXIA Energia (EBR) shareholders get more information on appraisal rights?

Shareholders can obtain additional information about the preferred share conversion or appraisal rights by contacting AXIA Energia’s Investor Relations department. The company directs investors to use the dedicated e-mail address ri@axia.com.br for questions related to this process and related corporate actions.