AXIA Energia (AXIA) exits NYSE ADS listing, plans SEC deregistration and OTC ADR trading

Rhea-AI Filing Summary

AXIA Energia S.A. plans a voluntary delisting of all its common and Class C preferred American Depositary Shares from the New York Stock Exchange to concentrate trading in Brazil. ADSs currently represent about 2.5% of the company’s outstanding shares.

The last expected trading day on the NYSE is on or about August 6, 2026, with delisting becoming effective 10 days after filing Form 25. AXIA then intends to file Form 15F to deregister its securities and suspend Exchange Act reporting obligations within up to 90 days, subject to SEC objections.

After delisting, the ADSs are expected to trade in the U.S. on the over-the-counter market through a Level 1 sponsored ADR program with Citibank as depositary, and no immediate action is required from current ADS holders.

Insights

Cross-border listing & governance analyst

AXIA shifts from NYSE listing to Brazil-focused trading and lighter U.S. reporting.

AXIA Energia is delisting its ADSs from the NYSE, where they represent only about 2.5% of outstanding shares. Its primary listing will remain on Brazil’s B3 exchange, aligning liquidity and investor focus with its home market.

The company intends to file Form 25, then Form 15F, which will suspend and ultimately terminate most U.S. Exchange Act reporting, including Forms 20-F and 6-K, after up to 90 days absent SEC objection. This reduces disclosure in U.S. markets but also lowers compliance burden.

For U.S. investors, ADSs are expected to continue trading over the counter via a Level 1 sponsored ADR with Citibank. Future company disclosures will be driven primarily by Brazilian regulatory requirements, so investors may rely more on B3 and Brazilian filings for ongoing information.

Key Figures

ADS share of capital: 2.5% of outstanding shares Last NYSE trading day: on or about August 6, 2026 Form 25 effectiveness: 10 days after filing +2 more

5 metrics

ADS share of capital 2.5% of outstanding shares ADSs’ portion of AXIA’s total share capital

Last NYSE trading day on or about August 6, 2026 Expected final day AXIA ADSs trade on NYSE

Form 25 effectiveness 10 days after filing Expected timing for NYSE delisting effectiveness

Reporting suspension horizon up to 90 days Maximum time after Form 15F for Exchange Act obligations to end

Company address ZIP code 20030-900 Head office in Rio de Janeiro, Brazil

Key Terms

American Depositary Shares, Level 1 sponsored ADR program, Form 25, Form 15F, +2 more

6 terms

American Depositary Shares financial

"the voluntary delisting of all of the Company’s outstanding common American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Level 1 sponsored ADR program financial

"available for trading in the United States through a Level 1 sponsored ADR program"

Form 25 regulatory

"The Delisting is expected to become effective 10 days after the filing of Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15F regulatory

"the Company intends to file a Form 15F with the SEC to deregister its securities"

Section 16(a) beneficial ownership reporting obligations regulatory

"including any Section 16(a) beneficial ownership reporting obligations"

forward-looking statements regulatory

"Certain statements in this notice... are forward-looking statements and are subject to known and unknown risks"

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.

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FAQ

What is AXIA (AXIA) announcing in this 6-K filing?

AXIA Energia is voluntarily delisting all its common and Class C preferred ADSs from the NYSE. The company will keep its primary share listing on Brazil’s B3 exchange, concentrating trading and liquidity in its home market while maintaining an OTC ADR program in the U.S.

Why is AXIA (AXIA) delisting its ADSs from the NYSE?

AXIA is delisting its ADSs to consolidate liquidity in Brazil, noting ADSs represent only about 2.5% of outstanding shares. By focusing trading on B3, the company aligns its investor base and market activity more closely with its primary operating and regulatory environment.

When will AXIA’s (AXIA) ADSs stop trading on the NYSE?

The last expected trading day for AXIA’s ADSs on the NYSE is on or about August 6, 2026, at market close. Delisting should become effective 10 days after filing Form 25 with the SEC, shifting U.S. trading to the over-the-counter market thereafter.

Will AXIA (AXIA) continue SEC reporting after the delisting?

AXIA plans to file Form 15F to deregister its securities and suspend Exchange Act reporting. Certain obligations continue during a 90-day period, but all reporting is expected to cease no later than 90 days after Form 15F, assuming the SEC raises no objections.

Can AXIA (AXIA) ADSs still trade in the United States after delisting?

Yes. After NYSE delisting, AXIA’s ADSs are expected to trade in the U.S. over-the-counter through a Level 1 sponsored ADR program with Citibank as depositary. Current ADS holders are not required to take any action at this time to maintain their positions.

Does AXIA’s (AXIA) NYSE delisting affect its Brazilian listing?

The NYSE delisting does not affect AXIA’s Brazilian listing. The company states its shares will remain listed on B3, which will continue as its primary trading venue. Brazilian market disclosure and regulation will therefore play a central role in investor information.

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 July, 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____

 NOTICE TO THE MARKET Voluntary Delisting of ADSs from the New York Stock Exchange Rio de Janeiro, July 6, 2026 - AXIA Energia S.A., previously known as “Centrais Elétricas Brasileiras S.A. - Eletrobras” (the “Company” or “AXIA Energia”), hereby informs its shareholders and the market in general that, as previously announced on April 1, 2026, and pursuant to authorization from its board of directors, the Company is proceeding with the voluntary delisting (the “Delisting”) of all of the Company’s outstanding common American Depositary Shares (the “Common ADSs”) and all outstanding Class C preferred American Depositary Shares (the “Class C Preferred ADSs” and, together with the Common ADSs, the “ADSs”) from the New York Stock Exchange (the “NYSE”). Following the Delisting, the Company’s shares will remain listed on B3, which will continue to serve as the Company’s primary trading venue. The ADSs subject to the Delisting are: (i) Common ADSs (Ticker: AXIA; CUSIP: 15234Q207); and (ii) Class C Preferred ADSs (Ticker: AXIA PRC; CUSIP: 15236F100). • Reasons for Delisting. The Delisting aims to consolidate the Company’s liquidity in the Brazilian market, considering that the ADSs currently represent only approximately 2.5% of the Company’s outstanding shares. • Expected Timeline. The last day of trading of the ADSs on the NYSE is expected to be on or about August 6, 2026, at market close (the “Delisting Date”). The Delisting is expected to become effective 10 days after the filing of Form 25 with the U.S. Securities and Exchange Commission (the ”SEC”). Following the Delisting, the Company intends to file a Form 15F with the SEC to deregister its securities and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following such filing, certain of the Company’s reporting obligations under the Exchange Act, including its obligations to file or furnish Forms 20-F and 6-K, as applicable, will be suspended immediately. During the following 90-day period, the Company and its directors and officers will continue to comply with any Exchange Act reporting obligations that are not suspended by the Form 15F filing, including any Section 16(a) beneficial ownership reporting obligations. The suspension of all of the Company’s reporting obligations under the Exchange Act is expected to become effective no later than 90 days after the Form 15F is filed, assuming no objections from the SEC. • Continued Trading in the United States. Following the Delisting Date, the ADSs are expected to continue to be available for trading in the United States through a Level 1 sponsored ADR program maintained by Citibank, N.A. (“Citibank”), as depositary, on the over-the-counter market. No action is required to be taken by ADS holders at this time. Certain statements in this notice, including statements regarding the Delisting and the withdrawal of registration, the expected Delisting Date and other expected dates, regulatory processes, continued trading availability and reporting obligations, are forward-looking statements and are subject to known and unknown risks and uncertainties. These risks and uncertainties include, among others, risks relating to the timing and completion of the Delisting and withdrawal of registration under Section 12(b) of the Exchange Act, the filing and effectiveness of Forms 15F and 25, any action by the SEC, NYSE or Citibank, the availability and liquidity of the Company’s ADSs in the over-the-counter market, depositary notice and operational processes, and other risks described in the Company’s annual report and other documents filed with the SEC. This notice is furnished for informational purposes and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investor Relations: Eduardo Haiama - Vice President of Finance and Investor Relations General Investor Relations: ri@axia.com.br Phone: +55 21 2514-6435 Address: Avenida Graça Aranha, 26 Centro, Zip Code 20030-900

 

 

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: July 6, 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.