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____
On May 20, 2026, AXIA Energia S.A. (the “Company”),
disclosed that the Company’s migration to the Novo Mercado listing segment of B3 S.A. – Brasil, Bolsa, Balcão (the
“B3”), was approved by B3. As previously disclosed, in connection with the migration, the Company plans to implement
a mandatory exchange pursuant to which (i) all of the Company’s outstanding class B1 preferred shares (the “Class B1 Preferred
Shares”) will be exchanged, effective on or about June 10, 2026, for the Company’s common shares (the “Common
Shares”) at an exchange ratio of 1.1 Common Shares per each one (1) Preferred B1 Share (the “Preferred B1 Share Exchange”)
and (ii) all of the Company’s outstanding class B1 preferred American Depositary Shares (the “Class B1 Preferred ADSs”)
will be exchanged into the Company’s common American Depositary Shares (the “Common ADSs,” and together with
the Class B1 Preferred ADSs, the “ADSs”), at a ratio of 1.1 Common ADSs for each one (1) Class B1 Preferred ADSs (the
“Preferred B1 ADS Exchange”). Cash-in-lieu of fractional entitlements to Common ADSs are to be distributed at a rate
based upon the net proceeds received by Citibank, N.A., as depositary, for the sale of the aggregate of the fractional new Common ADSs
(net of applicable fees, expenses and taxes).
The Company is furnishing this Form 6-K solely to provide
information regarding certain U.S. federal income tax considerations for U.S. beneficial owners of Class B1 Preferred ADSs in connection
with the Preferred B1 ADS Exchange.
Taxation
U.S. Federal Income Taxation
The following discussion describes the material
U.S. federal income tax consequences of the Preferred B1 ADS Exchange. This discussion applies only to beneficial owners of ADSs that
are “U.S. Holders,” as defined below. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), its legislative history, existing final, temporary and proposed Treasury Regulations, administrative pronouncements
by the U.S. Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which
are subject to change (possibly on a retroactive basis) and to different interpretations.
This discussion does not purport
to address all U.S. federal income tax consequences that may be relevant to a particular holder and U.S. Holders are urged to consult
their own tax advisors regarding their specific tax situation. This discussion does not address any aspect of U.S. federal taxation other
than U.S. federal income taxation (such as the estate and gift tax or the Medicare tax on net investment income). The discussion applies
only to U.S. Holders who hold ADSs as “capital assets” (generally, property held for investment) under the Code
and does not address the tax consequences that may be relevant to U.S. Holders in special tax situations including, for example:
| · | financial institutions or insurance
companies; |
| · | tax-exempt organizations; |
| · | traders in securities that elect
mark to market; |
| · | real estate investment trusts,
regulated investment companies, partnership or grantor trusts; |
| · | investors whose functional currency
is not the United States dollar; |
| · | United States expatriates; |
| · | holders that hold ADSs as part
of a hedge, straddle, or conversion transaction; or |
| · | holders that own, directly, indirectly,
or constructively, 10% or more of the total combined voting power or value, if any, of our shares or ADSs. |
Except where specifically described below, this
discussion assumes that the Company is not a passive foreign investment company (as defined below) for U.S. federal income tax purposes.
Please see the discussion in “Passive Foreign Investment Company Rules” below. Further, this discussion does not address
the alternative minimum tax consequences of holding ADSs or the indirect consequences to holders of equity interests in partnerships or
other entities that own ADSs. In addition, this discussion does not address the state, local and non-U.S. tax consequences of holding
ADSs.
In general, for U.S. federal
income tax purposes, a beneficial owner of ADSs generally will be treated as the owner of the shares represented by such ADSs.
U.S. Holders should consult
their own tax advisors regarding the United States federal, state, local and non-U.S. income and other tax consequences of the Preferred
B1 ADS Exchange in their particular circumstances.
As used herein, a “U.S.
Holder” is a person that, for U.S. federal income tax purposes, is a beneficial owner of ADSs and is:
| · | An individual who is a citizen
or resident of the United States; |
| · | a corporation, or any other entity
taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
| · | an estate the income of which
is subject to U.S. federal income tax regardless of its source; or |
| · | a trust if a court within the
United States is able to exercise primary supervision over its administration and one or more United States persons have the authority
to control all substantial decisions of the trust. |
If a partnership holds ADSs, the tax treatment
of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner of a partnership
holding ADSs should consult its own tax advisor regarding the specific tax consequences of the Preferred B1 ADS Exchange.
Preferred B1 ADS Exchange The Preferred
B1 ADS Exchange is intended to qualify as a tax-free event for U.S. federal income tax purposes. Assuming the Preferred B1 ADS Exchange
is properly treated as a tax-free event for U.S. federal income tax purposes, a U.S. Holder generally should not recognize gain or loss
upon the Preferred B1 ADS Exchange (other cash-in-lieu of fractional Common ADSs). A U.S. Holder’s aggregate adjusted tax basis
in the Common ADSs received pursuant to the Preferred B1 ADS Exchange should equal the aggregate adjusted tax basis of the Class B1 Preferred
ADSs exchanged. In addition, each U.S. Holder’s holding period for the Common ADSs should include the U.S. Holder’s holding
period for the Preferred B1 ADSs exchanged in the Preferred B1 ADS Exchange.
Cash-in-Lieu of Fractional
Common ADSs
A U.S. Holder
that receives cash-in-lieu of fractional Common ADSs generally should recognize capital gain or loss upon the receipt of any such cash
measured by the difference between the U.S. dollar value of the amount realized and the U.S. Holder’s adjusted tax basis in the
fractional Common Shares underlying the fractional Common ADSs. Any gain or loss should be long-term capital gain or loss if the U.S.
Holder has held the Common ADSs for more than one year. Long-term capital gains of certain U.S. Holders (including individuals) are eligible
for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations under the Code.
Passive Foreign Investment Company Rules
In general, a non-U.S. corporation
is a passive foreign investment company (“PFIC”) with respect to a U.S. Holder if, for any taxable year in which the
U.S. Holder holds stock in the non-U.S. corporation, at least 75% of its gross income is passive income or at least 50% of the value of
its assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income. For
this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties and gains from the disposition
of investment assets (subject to various exceptions). Based upon the nature of its current and projected income, assets and activities,
the Company does not expect the ADSs to be shares of a PFIC for U.S. federal income tax purposes. However, the determination of whether
the ADSs constitute shares of a PFIC is a factual determination made annually and thus may be subject to change. Because these determinations
are based on the nature of the Company’s income and assets from time to time, as well as certain items that are not directly in
the Company’s control, such as the value of the shares or ADSs, and involve the application of complex tax rules, the application
of which to the Company’s business is not always entirely clear, no assurances can be provided that the Company will not be considered
a PFIC for the current or any past or future tax year.
If the Company is treated
as a PFIC for any taxable year during which a U.S. Holder holds ADSs, various adverse consequences could apply to the U.S. Holder. Neither
gains nor dividends would be subject to the reduced tax rates discussed above that are applicable in certain situations. Rather, gain
recognized by a U.S. Holder on a sale or other disposition of the ADSs would be allocated ratably over the U.S. Holder’s holding
period for the ADSs. The amounts allocated to the taxable year of the sale or disposition and to any year before the Company became a
PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in
effect for individuals or corporations, as appropriate, and an interest charge would be imposed on such tax as if it had not been paid
from the original due date for a U.S. Holder’s tax return for such year. Further, any distribution in respect of the ADSs in excess
of 125% of the average of the annual distributions on the ADSs received by a U.S. Holder during the preceding three years or, if shorter,
a U.S. Holder’s holding period would be subject to taxation as described above. Certain elections may be available (including a
mark to market election) to U.S. persons that may mitigate the adverse consequences resulting from PFIC status. In any case, a U.S. Holder
would be subject to additional U.S. tax form filing requirements.
Backup Withholding and
Information Reporting
In general, amounts paid in
connection with the Preferred B1 ADS Exchange that are paid within the United States or through certain United States-related financial
intermediaries to a U.S. Holder are subject to information reporting and may be subject to backup withholding unless the holder: (i) establishes,
if required to do so, that it is an exempt recipient; or (ii) in the case of backup withholding, provides an accurate taxpayer identification
number and certifies that it is a U.S. person and has not lost its exemption from backup withholding.
A U.S. Holder can credit amounts
withheld under these rules against the U.S. Holder’s U.S. federal income tax liability, or obtain a refund of such amounts that
exceed the U.S. Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS.
U.S. Holders should consult
their own tax advisors concerning any U.S. reporting requirements that may arise out of their ownership or disposition of ADSs in light
of their particular circumstances. The penalty for failing to comply with reporting requirements can be significant.
Specified Foreign Financial
Assets
Certain U.S. Holders that
own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 are generally required to file
an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign
financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S.
issuer (which would include the ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds
apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain
entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on
certain objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. U.S.
Holders should consult their own tax advisors concerning the application of these rules to their particular circumstances.
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 21, 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: the risks that the Class B1 Share Exchange, the Class B1 ADS Exchange, or any portion of such Exchanges, may not be consummated
in a timely manner, or at all; the risk that the Company’s planned migration to the Novo Mercado may not occur in a timely manner
or may not occur at all; the risk that the Class B1 Share Exchange, the Class B1 ADS Exchange, or the Company’s planned migration
to the Novo Mercado may not provide the anticipated benefits to the Company or its shareholders, or any benefits at all; general
economic, regulatory, political, and business conditions in Brazil and abroad; existing and future government regulations; and other risks
described in our annual report and other documents filed with the CVM and SEC. 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.
