AXIA Energia unwinds ISA transmission holdings

AXIA Energia S.A. and its subsidiary AXIA Energia Nordeste S.A. completed the unwinding of cross-holdings with ISA Energia Brasil S.A. in transmission special purpose entities IE Madeira and IE Garanhuns, after satisfaction of conditions precedent.

Rhea-AI Filing Summary

AXIA Energia S.A. and its subsidiary AXIA Energia Nordeste S.A. completed the unwinding of cross-holdings with ISA Energia Brasil S.A. in transmission special purpose entities IE Madeira and IE Garanhuns, after satisfaction of conditions precedent. The transaction involved the sale of the 49% equity interests held by AXIA Energia and AXIA Nordeste in IE Madeira to ISA Energia, the acquisition by AXIA Nordeste of the 51% equity interest held by ISA Energia in IE Garanhuns, and the receipt of net proceeds of R$1.167 billion.

Following completion, AXIA Energia now fully consolidates 100% of IE Garanhuns, while ISA Energia fully consolidates 100% of IE Madeira. IE Garanhuns comprises 633 km of transmission lines, 2 substations, a concession term to December 2041, RAP 2025/2026 of 157.9 BRL million, expected 2025 EBITDA of 134.2 BRL million, and 2025 net debt of 42.6 BRL million. IE Madeira comprises 2,385 km of lines, 2 substations, a concession term to February 2039, RAP 2025/2026 of 760.7 BRL million, expected 2025 EBITDA of 660 BRL million, and 2025 net debt of 588 BRL million.

Positive

• R$1.167 billion net proceeds and 100% of IE Garanhuns are obtained as AXIA Energia sells its 49% stake in IE Madeira, acquires the remaining 51% of IE Garanhuns, and begins fully consolidating this transmission asset.

Negative

• None.

Key Figures

Net proceeds: R$1.167 billion Equity sold in IE Madeira: 49% Equity acquired in IE Garanhuns: 51% +5 more

8 metrics

Net proceeds R$1.167 billion Received from unwinding cross-holdings with ISA Energia Brasil S.A.

Equity sold in IE Madeira 49% Equity interests held by AXIA Energia and AXIA Nordeste sold to ISA Energia

Equity acquired in IE Garanhuns 51% Equity interest in IE Garanhuns acquired by AXIA Nordeste from ISA Energia

IE Garanhuns RAP 2025/2026 157.9 BRL million Regulated revenue for the 2025/2026 cycle for IE Garanhuns

IE Madeira RAP 2025/2026 760.7 BRL million Regulated revenue for the 2025/2026 cycle for IE Madeira

IE Garanhuns EBITDA 2025 134.2 BRL million Expected 2025 EBITDA for IE Garanhuns

IE Madeira EBITDA 2025 660 BRL million Expected 2025 EBITDA for IE Madeira

IE Madeira Net Debt 2025 588 BRL million Projected net debt for IE Madeira in 2025

Key Terms

special purpose entities (SPEs), conditions precedent, RAP 2025/2026, concession term, +1 more

5 terms

special purpose entities (SPEs) financial

"cross-holdings with ISA Energia Brasil S.A. in the special purpose entities (SPEs) Interligação"

conditions precedent regulatory

"further to the material fact disclosed on March 19, 2026, and following the satisfaction of the applicable conditions precedent"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

RAP 2025/2026 financial

"Concession Term RAP 2025/2026 (BRL million) EBITDA 2025 (BRL million)"

concession term regulatory

"Km No. of Substa-tions Concession Term RAP 2025/2026 (BRL million)"

forward-looking statements regulatory

"This document may contain estimates and projections that ... 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 transaction did AXIA (AXIA) complete with ISA Energia Brasil?

AXIA completed an unwinding of cross-holdings with ISA Energia Brasil involving IE Madeira and IE Garanhuns. It sold its 49% stake in IE Madeira, acquired the 51% stake in IE Garanhuns held by ISA Energia, and received R$1.167 billion in net proceeds.

How does the deal change AXIA (AXIA) ownership in IE Garanhuns and IE Madeira?

After the transaction, AXIA fully consolidates 100% of IE Garanhuns, while ISA Energia now fully consolidates 100% of IE Madeira. Previously, each company held cross-holdings in both transmission special purpose entities.

What are the key financial metrics for IE Garanhuns after AXIA (AXIA) gains full control?

IE Garanhuns has RAP 2025/2026 of 157.9 BRL million, expected 2025 EBITDA of 134.2 BRL million, and 2025 net debt of 42.6 BRL million. The concession runs through December 2041 over 633 km of transmission lines.

How large is IE Madeira compared with IE Garanhuns in the AXIA (AXIA) disclosure?

IE Madeira covers 2,385 km of lines versus 633 km for IE Garanhuns and has RAP 2025/2026 of 760.7 BRL million and expected 2025 EBITDA of 660 BRL million, compared with 157.9 BRL million and 134.2 BRL million for IE Garanhuns.

What concession terms are disclosed for AXIA (AXIA) assets IE Garanhuns and IE Madeira?

IE Garanhuns has a concession term ending in December 2041, while IE Madeira’s concession term ends in February 2039. Both assets include two substations each, according to the transmission asset table disclosed.

How much cash does AXIA (AXIA) report receiving from the cross-holdings unwinding?

AXIA reports net proceeds of R$1.167 billion from unwinding cross-holdings with ISA Energia. This amount arises alongside the sale of its 49% interest in IE Madeira and the acquisition of the 51% interest in IE Garanhuns.

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

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Available on EDGAR 07/31/2026 - 04:45 PM Accepted by SEC EDGAR 07/31/2026 - 04:44 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 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____

Centrais Elétricas Brasileira S/A 00.001.180/0001-26 AXIA Energia Nordeste S.A. 33.541.368/0001-16 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Rua Delmiro Gouveia, 333 - San Martin Recife | PE – Brasil | 50761-901 Unwinding of cross-holdings in transmission assets Rio de Janeiro, July 31, 2026, AXIA Energia S.A. ("Company" or "AXIA Energia") and AXIA Energia Nordeste S.A. (“AXIA Nordeste”) hereby inform that, further to the material fact disclosed on March 19, 2026, and following the satisfaction of the applicable conditions precedent, they have completed, on this date, the unwinding of cross-holdings with ISA Energia Brasil S.A. ("ISA Energia") in the special purpose entities (SPEs) Interligação Elétrica do Madeira S.A. ("IE Madeira") and Interligação Elétrica Garanhuns S.A. ("IE Garanhuns"), through: i. The sale of the 49% equity interests held by AXIA Energia and AXIA Nordeste in IE Madeira to ISA Energia; ii. the acquisition by AXIA Nordeste of the 51% equity interest held by ISA Energia Brasil in IE Garanhuns; and iii. the receipt of net proceeds in the amount of R$1.167 billion. Upon completion of the transaction, AXIA Energia began to fully consolidate its 100% ownership interest in IE Garanhuns, while ISA Energia now fully consolidates 100% of IE Madeira, as shown below: Figure 1 – Current Structure vs. Post-Transaction Structure Transmission Company Km No. of Substa-tions Concession Term RAP 2025/2026 (BRL million) EBITDA 2025 (BRL million) Net Debt 2025 (BRL million) IE Garanhuns 633 2 December 2041 157.9 134.2 42.6 IE Madeira 2,385 2 February 2039 760.7 660 588 Figure 1 – Current Structure vs. Post-Transaction Structure 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: July 31, 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.