AXIA Energia (AXIA) board clears up to R$2.0B debenture funding plan
Rhea-AI Filing Summary
AXIA Energia reported that its Board of Directors approved the 10th issuance of simple, unsecured, non-convertible debentures, targeting R$ 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.
Positive
- None.
Negative
- None.
Insights
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
Key Terms
bookbuilding process financial
greenshoe option financial
automatic registration procedure regulatory
professional investors financial
forward-looking statements regulatory
communicating vessels mechanism financial
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____
10th 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.