AXIA Energia plans up to R$2.0B debenture issue

Rhea-AI Filing Summary

AXIA Energia reported that its Board of Directors approved the 10th issuance of simple, unsecured, non-convertible debentures, targeting R$ 1.6 billion with an option to increase by up to 25%, which could bring the total to R$ 2.0 billion after the bookbuilding process.

The issuance may be split into up to two tranches, with the first maturing in seven years on July 15, 2033, and repaid in a single payment, and the second maturing in ten years on July 15, 2036, with annual amortizations starting in the eighth year. Indicative yields are capped at the DI rate plus 0.80% per year for the first tranche and DI plus 0.90% per year for the second, with semiannual interest payments. The offering will be a public distribution under Brazil’s automatic registration regime, directed exclusively to professional investors, and at this stage the company is only disclosing the board’s approval rather than making an offer.

Insights

Corporate finance analyst

AXIA Energia plans a sizable domestic debenture issue to fund its needs over 7–10 years.

AXIA Energia has approved a 10th debenture issuance of simple, unsecured, non-convertible securities totaling R$ 1.6 billion, with a potential increase to R$ 2.0 billion via a greenshoe tied to the bookbuilding outcome. This points to a meaningful medium- to long-term funding operation in local currency.

The structure uses two tranches with maturities on July 15, 2033 and July 15, 2036, semiannual interest, and caps of DI + 0.80% and DI + 0.90% per year, respectively. Unsecured status means investors rely on the company’s overall credit quality rather than specific collateral.

The offering targets professional investors only and follows Brazil’s automatic registration procedure, with final yields to be set in the bookbuilding process. Future disclosures in company filings may specify the actual size placed, final pricing within the stated caps, and how this debt fits within AXIA Energia’s broader financing and investment plans.

Key Figures

Base issuance amount: R$ 1.6 billion Maximum transaction size: R$ 2.0 billion First tranche yield cap: DI + 0.80% per year +3 more

6 metrics

Base issuance amount R$ 1.6 billion Total debentures approved for 10th issuance

Maximum transaction size R$ 2.0 billion Including up to 25% additional allocation via greenshoe

First tranche yield cap DI + 0.80% per year Yield ceiling set before bookbuilding

Second tranche yield cap DI + 0.90% per year Yield ceiling set before bookbuilding

First tranche maturity July 15, 2033 7-year bullet repayment

Second tranche maturity July 15, 2036 10-year term with amortizations in 2034–2036

Key Terms

bookbuilding process, greenshoe option, automatic registration procedure, professional investors, +2 more

6 terms

bookbuilding process financial

"depending on the results of the bookbuilding process, with the total size of the transaction"

A bookbuilding process is the way a company and the firm arranging the sale collect offers from institutional and large investors to determine the price and how many shares to sell in a new stock offering. Think of it like taking reservations at different price points to see how many people will show up; higher demand can push the price up and affect how shares are allocated, so it signals investor interest and helps predict aftermarket performance.

greenshoe option financial

"with the possibility of an additional issuance of up to 25% (greenshoe option) of the total issuance volume"

A greenshoe option is a contractual right that lets the underwriters of a new stock offering sell a small extra portion of shares (commonly up to 15%) if demand is higher than expected. It matters to investors because it helps keep the share price from swinging wildly after the offering—acting like a short-term supply buffer—and because if the option is exercised it increases the total shares outstanding, slightly diluting existing holdings.

automatic registration procedure regulatory

"The offering will be conducted as a public distribution offering under the automatic registration procedure"

professional investors financial

"public distribution offering under the automatic registration procedure, exclusively targeting professional investors"

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.

forward-looking statements regulatory

"This document may contain estimates and projections ... and may constitute forward-looking statements"

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.

communicating vessels mechanism financial

"the debentures will be issued under a communicating vessels mechanism, in accordance with the outcome of the Bookbuilding Procedure"

FAQ

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

What debt issuance did AXIA (AXIA) approve in June 2026?

AXIA Energia’s board approved its 10th issuance of simple, unsecured, non-convertible debentures totaling R$ 1.6 billion, with a possible 25% increase, allowing the transaction size to reach up to R$ 2.0 billion, subject to the bookbuilding process outcome.

How are AXIA (AXIA) 10th debenture issuance tranches structured?

The 10th issuance may have up to two tranches. The first has a seven-year term with bullet repayment on July 15, 2033. The second has a ten-year term with annual amortizations in 2034, 2035, and 2036, aligning payments with longer-term financing needs.

What yields are indicated for AXIA (AXIA) new debentures?

Indicative yields are capped at the DI rate plus 0.80% per year for the first tranche and DI plus 0.90% per year for the second tranche. Final rates will be determined during the bookbuilding process for professional investors.

Who can invest in AXIA (AXIA) 10th debenture issuance?

The offering will be a public distribution under Brazil’s automatic registration procedure, directed exclusively to professional investors. Retail investors are not the target audience, reflecting the issue’s size, complexity, and regulatory classification in the Brazilian market.

Is AXIA (AXIA) debenture offering already registered with the CVM?

The company states the offering has not yet been registered with the Brazilian securities regulator (CVM). The current disclosure only announces the Board of Directors’ approval and does not constitute an offer, invitation, or solicitation to subscribe for the debentures.

What are the interest and payment terms on AXIA (AXIA) debentures?

Interest on the debentures will be paid semiannually, with no grace period, providing regular cash flows to investors. Principal on the first tranche will be repaid in a single bullet at maturity, while the second tranche repays through annual amortizations in the final three years.

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 06/25/2026 - 07:34 PM EDT 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 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____

 

10^th Issuance of Debentures – AXIA Energia

Rio de Janeiro, June 22, 2026, AXIA Energia S.A. (“Company” or “AXIA Energia”) informs that, on this date, the Board of Directors approved the issuance of simple debentures, non-convertible into shares, unsecured, in up to two series, in the total amount of R$ 1.6 billion, with the possibility of an additional allocation of up to 25% of the issuance volume, depending on the results of the bookbuilding process, with the total size of the transaction potentially reaching R$ 2.0 billion, through its 10th issuance, with the following key characteristics:

Issuer	AXIA Energia (10ª emissão)
Séries	Up to 2 tranches
Issuance Amount	R$ 1.6 billion, with the possibility of an additional issuance of up to 25% (greenshoe option) of the total issuance volume
Security	Unsecured
Interest Payment	Semiannual, with no grace period
Amortization	1st tranche: Bullet (single repayment at maturity, on July 15, 2033)
	2nd tranche: Annual amortization payments starting in the 8th year (July 15, 2034, July 15, 2035, and July 15, 2036)
Yield (to be determined pursuant to the Bookbuilding Procedure)	1st tranche: capped at DI rate + 0.80% per year
	2nd tranche: capped at DI rate + 0.90% per year
Total Term and Maturity Date	1st tranche: 7-year maturity (July 15, 2033)
	2nd tranche: 10-year maturity (July 15, 2036)

The offering will be conducted as a public distribution offering under the automatic registration procedure, exclusively targeting professional investors. Additionally, the debentures will be issued under a communicating vessels mechanism, in accordance with the outcome of the Bookbuilding Procedure.

THE OFFERING HAS NOT YET BEEN REGISTERED WITH THE CVM. THIS MATERIAL FACT IS INTENDED SOLELY TO DISCLOSE THE APPROVAL OF THE OFFERING BY AXIA ENERGIA'S BOARD OF DIRECTORS.

This Material Fact does not constitute an offer, invitation or solicitation to subscribe for the debentures, nor shall any information contained herein form the basis of any contract or commitment.

Eduardo Haiama

Vice-presidente Financeiro e de Relações com Investidores

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 25, 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.