AXIA Energia plans up to R$1B debenture issue

AXIA Energia S.A. approved its 9th issuance of simple, non-convertible, senior unsecured debentures totaling R$800 million, with an overallotment option of up to 25%, for a potential total of R$1 billion, subject to the Bookbuilding Procedure.

Rhea-AI Filing Summary

AXIA Energia S.A. approved its 9th issuance of simple, non-convertible, senior unsecured debentures totaling R$800 million, with an overallotment option of up to 25%, for a potential total of R$1 billion, subject to the Bookbuilding Procedure.

The debentures will form a single 10-year series maturing on June 15, 2036, with semi-annual interest payments and annual principal amortizations starting on June 15, 2034. The yield will be determined in bookbuilding and capped at the greater of NTN-B 2035 or IPCA + 7.66% per year.

The securities benefit from the tax incentive under Law No. 12,431 and will be publicly distributed under an automatic registration procedure, exclusively for professional investors. AXIA notes that the offering has not yet been registered with the CVM and this disclosure only reports board approval.

Insights

Credit & capital-structure analyst

AXIA plans up to R$1 billion in long-dated tax-incentivized debentures.

AXIA Energia is preparing a 10-year, senior unsecured debenture issuance of R$800 million, potentially rising to R$1 billion with a 25% overallotment, all in a single series. This lengthens funding tenor and adds fixed-income investors to its capital mix.

The yield will be set via a Bookbuilding Procedure but capped at the greater of NTN-B 2035 or IPCA + 7.66% p.a., anchoring pricing to Brazilian inflation-linked benchmarks. The debentures benefit from Law No. 12,431 tax incentives, which can enhance after-tax returns for qualifying investors.

The offer targets professional investors under an automatic registration procedure and has not yet been registered with the CVM, so execution depends on market demand in the bookbuilding. Subsequent company communications may provide details on final size, pricing, and investor allocation once the process concludes.

Key Figures

Initial issuance amount: R$800 million Maximum transaction volume: R$1 billion Overallotment option: 25% +4 more

7 metrics

Initial issuance amount R$800 million Principal amount of 9th debenture issuance

Maximum transaction volume R$1 billion Including 25% overallotment option, subject to bookbuilding

Overallotment option 25% Of the initial R$800 million issuance amount

Debenture term 10 years Total term ending on June 15, 2036

Maturity date June 15, 2036 Final maturity of the debentures

Amortization schedule June 15, 2034–2036 Annual principal payments in years 8, 9 and 10

Yield cap benchmark Greater of NTN-B 2035 or IPCA + 7.66% p.a. Maximum yield determined in Bookbuilding Procedure

Key Terms

Bookbuilding Procedure, automatic registration procedure, Law No. 12,431, professional investors, +1 more

5 terms

Bookbuilding Procedure financial

"subject to the outcome of the Bookbuilding Procedure, for a total trans-action volume"

automatic registration procedure regulatory

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

Law No. 12,431 regulatory

"the debentures benefit from the tax incentive set forth in Law No. 12,431"

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 that are not statements of past events but reflect our management’s beliefs and expectations 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.

FAQ

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

What did AXIA Energia (AXIA) announce in this Form 6-K?

AXIA Energia announced board approval for its 9th issuance of simple, non-convertible, senior unsecured debentures. The initial amount is R$800 million, potentially rising to R$1 billion, in a single 10-year series maturing on June 15, 2036, subject to bookbuilding.

What is the size of AXIA Energia’s 9th debenture issuance?

The approved issuance totals R$800 million in principal, with an overallotment option of up to 25% of that amount. Depending on investor demand in the Bookbuilding Procedure, the total transaction volume can reach up to R$1 billion in debentures.

What are the main terms of AXIA Energia’s new debentures?

The debentures are simple, non-convertible, senior unsecured securities in a single series with a 10-year term, maturing June 15, 2036. Interest is paid semi-annually, and principal amortization occurs annually starting June 15, 2034, continuing in 2035 and 2036.

How will the yield on AXIA Energia’s debentures be determined?

The yield will be set through a Bookbuilding Procedure with investors, but is capped at the greater of the NTN-B 2035 rate or IPCA plus 7.66% per year. This links investor compensation to Brazilian inflation benchmarks while imposing an upper pricing limit.

Who can invest in AXIA Energia’s 9th debenture issuance?

The offering will be a public distribution conducted under an automatic registration procedure and will be directed exclusively to professional investors. Retail investors are not the target audience, reflecting regulatory and market conventions for this type of Brazilian debenture.

Do AXIA Energia’s new debentures have any tax benefits?

Yes. The company states that the debentures benefit from the tax incentive set forth in Brazilian Law No. 12,431. This law grants specific tax advantages to qualifying infrastructure-related debt instruments, potentially improving net returns for eligible investors under its rules.

Has AXIA Energia’s debenture offering already been registered with the CVM?

No. AXIA Energia explicitly notes that the offering has not yet been registered with the CVM. The communication is intended only to disclose the board’s approval of the offering and does not itself constitute an offer or solicitation to subscribe for the debentures.

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

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Accepted by SEC EDGAR 06/22/2026 - 08:50 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 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 9th Issuance of Debentures – AXIA Energia Rio de Janeiro, June 22, 2026, AXIA Energia S.A. (“Company” or “AXIA Energia”) announces that, on this date, the Board of Directors approved the issuance of simple, non-convertible debentures, senior unsecured, in a single series, in the aggregate principal amount of R$800 million, with an overallotment option of up to 25% of the initial issuance amount, subject to the outcome of the Bookbuilding Procedure, for a total trans-action volume of up to R$1 billion, through its 9th issuance, with the following key terms and conditions: Issuer AXIA Energia (9th issuance) Series Single Series Issuance Amount R$800 million, with an overallotment option of up to 25% of the initial issuance amount Security Unsecured Interest Payment Semi-annual, with no grace period Amortization Annual payments commencing in the 8th year (June 15, 2034, June 15, 2035 and June 15, 2036) Yield (to be determined pursuant to the Bookbuilding Proce-dure) Capped at the greater of the NTN-B 2035 or IPCA + 7.66% p.a. Total Term and Ma-turity Date 10 years (June 15, 2036) It is noted that the debentures benefit from the tax incentive set forth in Law No. 12,431. 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 mecha-nism, in accordance with the outcome of the Bookbuilding Procedure. THE OFFERING HAS NOT YET BEEN REGISTERED WITH THE CVM. THIS MATERIAL FACT IS IN-TENDED 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 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: June 22, 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.