AXIA Energia (NYSE: EBR) migrates to Novo Mercado and converts preferred shares
Rhea-AI Filing Summary
AXIA Energia S.A. reports that B3 has approved its migration to the Novo Mercado, Brazil’s highest corporate governance segment. After the move, the company will have only common shares (ON, ticker AXIA3) and Class C preferred shares (PNC, ticker AXIA7), which are convertible or redeemable in full by 2031.
Class A1 and B1 preferred shares will be converted into ON shares at a 1.1-for-1 ratio, and PNB1 ADRs will convert into ON ADRs at the same 1.1-for-1 ratio. The planned timeline starts with conversion on 06/05/2026, trading of the new ON shares on 06/08/2026, and crediting of ON shares to former PNA1 and PNB1 holders on 06/10/2026, subject to possible changes. Fractional ON shares will be aggregated, sold at auction, and the net proceeds distributed to affected shareholders. Management highlights this as a key step to simplify the capital structure, increase share liquidity, and strengthen governance practices.
Positive
- None.
Negative
- None.
Insights
AXIA Energia is unifying share classes as it joins Novo Mercado.
AXIA Energia secured B3 approval to migrate to the Novo Mercado, aligning with Brazil’s highest governance standards. The company will streamline its capital structure to common ON and PNC preferred shares, with PNC convertible or redeemable by 2031.
The 1.1-for-1 conversion of PNA1 and PNB1 into ON shares, and equivalent 1.1-for-1 conversion of PNB1 ADRs into ON ADRs, modestly increases holdings for affected investors. A defined schedule in early June 2026 outlines conversion, trading start, and share crediting, though dates may change at the company’s discretion.
Fractional ON shares will be sold via auction, with net proceeds distributed proportionally, which is a standard mechanism to avoid tiny, illiquid positions. Subsequent company communications and regulatory postings on CVM, B3, and EDGAR Next will formalize any timeline adjustments and detailed procedures.
Key Figures
Key Terms
Novo Mercado financial
ADRs financial
forward-looking statements regulatory
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 – Brazil │20030-900 Migration to the Novo Mercado and Conversion of Class A1 and B1 Preferred Shares Rio de Janeiro, May 20, 2026 - AXIA Energia S.A. (the “Company” or “AXIA Energia”), in continuation of the material fact disclosed on February 18 and April 1, 2026, and the notices to shareholders disclosed on March 2, April 1, and May 5, 2026, hereby announces that B3 S.A. – Brasil, Bolsa, Balcão has approved, as of this date, the Company’s application for migration to the Novo Mercado, a listing segment that represents the highest standard of corporate governance in the Brazilian market. Accordingly, the Company will have exclusively common shares (“ON”), traded under the ticker symbol AXIA3, and Class C preferred shares (“PNC”), traded under the ticker symbol AXIA7, which are convertible or redeemable in their entirety by 2031. The Class “A1” preferred shares (“PNA1”) and Class “B1” preferred shares (“PNB1”) will be converted into ON shares at a ratio of 1.1 ON shares for each 1 PNA1 or PNB1 share, and the ADRs representing PNB1 shares (“PNB1 ADRs”) will be converted into ADRs representing ON shares (“ON ADRs”), at a ratio of 1.1 ON ADRs for each 1 PNB1 ADR. The Company hereby sets forth below the timeline¹ for the migration to the Novo Mercado: Date* Event* 06/05/2026 Conversion of PNA1 and PNB1 shares (last trading day for PNA1 and PNB1 shares) 06/08/2026 Commencement of trading of ON shares resulting from the conversion 06/10/2026 Credit of ON shares to former holders of PNA1 and PNB1 shares * The dates set forth for future events are estimates only and may be modified, extended, or accelerated at the sole discretion of the Company, without prior notice. Any changes to the timeline will be disclosed, as applicable, by means of a notice or announcement to be published on the websites of the Company, the CVM, B3, and, in accordance with SEC regulations, on the EDGAR Next website. Additionally, the Company clarifies that any fractional ON shares resulting from the conversion described above will be aggregated and sold through an auction on the stock exchange, and the net proceeds from such auction will be distributed proportionally to the shareholders holding such fractional interests. The applicable procedures and deadlines will be disclosed in due course by means of a Notice to Shareholders. Finally, AXIA Energia reaffirms that the migration to the Novo Mercado represents a significant step in the simplification of the Company’s capital structure, resulting in increased liquidity of its shares and the continued enhancement of its corporate governance practices. 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 20, 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.