AXIA Energia to Delist ADSs from NYSE

AXIA Energia S.A. plans to voluntarily delist all of its common and class C preferred American Depositary Shares from the New York Stock Exchange and withdraw their registration under Section 12(b) of the Exchange Act.

Rhea-AI Filing Summary

AXIA Energia S.A. plans to voluntarily delist all of its common and class C preferred American Depositary Shares from the New York Stock Exchange and withdraw their registration under Section 12(b) of the Exchange Act. This moves the securities off a major U.S. exchange.

After the delisting becomes effective, the company’s shares will remain listed on Brazil’s B3, which will continue as its primary trading venue. The ADSs are expected to keep trading in the United States on the over-the-counter market through a Level 1 sponsored ADR program with Citibank, N.A. The company states that ADS holders do not need to take any action at this time.

Insights

Capital markets analyst

AXIA shifts ADS trading from NYSE to OTC while keeping B3 primary.

AXIA Energia intends to delist its American Depositary Shares from the NYSE and deregister them under Section 12(b). The primary listing remains on Brazil’s B3, so equity trading continues but U.S. exchange visibility changes.

The ADSs are expected to continue trading in the United States via a Level 1 sponsored ADR program on the over-the-counter market. This typically offers less trading transparency and liquidity than a major exchange, though investors still have a U.S. dollar instrument linked to the shares.

The company highlights timing and completion risks around the delisting, Form 25 effectiveness, and future ADS liquidity in forward-looking statements. It points investors to existing risk factor disclosures in its Form 20-F for a fuller discussion of potential impacts.

Key Terms

Voluntary Delisting, Level 1 sponsored ADR program, Section 12(b) of the Securities Exchange Act of 1934, forward-looking statements, +1 more

5 terms

Voluntary Delisting regulatory

"regarding its intention to voluntarily delist all of the Company’s outstanding"

Voluntary delisting is when a company chooses to remove its shares from a public stock exchange so they no longer trade on that market. For investors this matters because it can make shares harder to buy or sell, reduce public disclosure and price transparency, and often signals a shift in strategy such as going private or moving to a smaller trading venue—similar to a store closing its high‑street shop but continuing to sell by appointment.

Level 1 sponsored ADR program financial

"the ADSs are expected to continue to be available for trading in the United States through a Level 1 sponsored ADR program"

Section 12(b) of the Securities Exchange Act of 1934 regulatory

"withdraw such securities from registration under Section 12(b) of the Securities Exchange Act of 1934"

forward-looking statements regulatory

"may constitute forward-looking statements under Section 27A of the Securities Act of 1933"

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.

Risk Factors financial

"please refer to the Risk Factors section of the Company’s Annual Report on Form 20-F"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

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

What change did AXIA (AXIA) announce regarding its ADSs?

AXIA Energia plans to voluntarily delist its American Depositary Shares from the NYSE. The company will withdraw registration of these securities under Section 12(b), while keeping its primary share listing on Brazil’s B3 exchange and maintaining U.S. trading via an over-the-counter ADR program.

Will AXIA Energia (AXIA) shares still trade after the NYSE delisting?

Yes, AXIA Energia shares will continue trading after the NYSE delisting. The company’s shares remain listed on B3 in Brazil, its primary market, and the ADSs are expected to trade in the United States on the over-the-counter market through a Level 1 sponsored ADR program.

Do AXIA Energia (AXIA) ADS holders need to take any action now?

No immediate action is required from AXIA Energia ADS holders. The company explicitly states that ADS holders do not need to do anything at this time, even though the ADSs are expected to move from NYSE trading to an over-the-counter market structure in the United States.

How will AXIA Energia (AXIA) ADSs trade in the U.S. after delisting?

After delisting, AXIA Energia ADSs are expected to trade over-the-counter. Trading should occur through a Level 1 sponsored ADR program maintained by Citibank, N.A. as depositary, providing a U.S.-dollar instrument even though the securities are no longer listed on the New York Stock Exchange.

What risks related to AXIA (AXIA) delisting does management highlight?

Management cites timing, completion, and liquidity risks around the delisting. Forward-looking statements mention possible issues with Form 25 effectiveness, SEC and NYSE actions, ADS liquidity in the over-the-counter market, and operational processes, referring investors to detailed risk factors in the company’s Form 20-F.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 07/06/2026 - 04:31 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, Zip Code 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____

Voluntary Delisting of American Depositary Shares from the New York Stock Exchange and Withdrawal of Registration Under Section 12(b) of the Securities Exchange Act of 1934

On July 6, 2026, AXIA Energia S.A., previously known as “Centrais Elétricas Brasileiras S.A. - Eletrobras” (the “Company”), issued a press release titled “Voluntary Delisting of ADSs from the New York Stock Exchange” regarding its intention to voluntarily delist 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 and to withdraw such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended. Following the effectiveness of the delisting, the Company’s shares will remain listed on B3, which will continue to serve as the Company’s primary trading venue.

Following the delisting, 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., as depositary, on the over-the-counter market. No action is required to be taken by ADS holders at this time.

The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

EXHIBIT INDEX

Exhibit 99.1 Notice to the Market / Press Release dated July 6, 2026, regarding voluntary delisting of ADSs from the NYSE.

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 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, risks and uncertainties 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 Form 25, any action by the SEC or NYSE, 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 our annual report and other documents filed with the CVM and SEC. Forward-looking statements speak only as of the date they are made, and readers are cautioned not to put undue reliance on forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 20-F filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov and on the Company’s website at https://ri.axia.com.br/en/. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.