AXIA Energia (AXIA) approves R$2.0B Class C preferred share redemption

Rhea-AI Filing Summary

AXIA Energia S.A. approved a second redemption/conversion operation for its Class C Preferred Shares (PNC). The board of directors authorized redemption of 37,237,014 PNC shares, equivalent to R$ 2.0 billion and representing 6.14% of the outstanding shares of this class, on August 6, 2026.

The company indicates that investors can access additional information and channels for submitting elections to convert PNC shares through a dedicated page on its Investor Relations website. The notice also reiterates standard forward-looking statement cautions regarding economic, regulatory, and operating risks that may affect future results.

Key Figures

PNC shares redeemed: 37,237,014 shares Redemption amount: R$ 2.0 billion PNC class portion redeemed: 6.14% +1 more

4 metrics

PNC shares redeemed 37,237,014 shares Class C Preferred Shares approved for redemption in second operation

Redemption amount R$ 2.0 billion Aggregate value of 37,237,014 PNC shares to be redeemed

PNC class portion redeemed 6.14% Percentage of outstanding Class C Preferred Shares represented by the redeemed amount

Board approval date August 6, 2026 Date AXIA Energia’s board approved the PNC share redemption

Key Terms

Class C Preferred Shares, redemption, conversion, forward-looking statements

4 terms

Class C Preferred Shares financial

"the redemption of 37,237,014 Class C Preferred Shares ("PNC")"

redemption financial

"approved, on this date, the redemption of 37,237,014 Class C Preferred Shares"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

conversion financial

"Second redemption/conversion operation of class C preferred shares (PNC)"

Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.

forward-looking statements regulatory

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

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.

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

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FAQ

What share redemption did AXIA (AXIA) approve in August 2026?

AXIA Energia’s board approved redemption of 37,237,014 Class C Preferred Shares (PNC), totaling R$ 2.0 billion. This amount represents 6.14% of the outstanding shares of that class and is part of a second redemption/conversion operation approved on August 6, 2026.

Which class of shares is involved in AXIA (AXIA)’s second redemption/conversion operation?

The transaction involves AXIA Energia’s Class C Preferred Shares (PNC). The board approved redeeming 37,237,014 PNC shares, tied to a R$ 2.0 billion amount, representing 6.14% of that class’s outstanding shares in this second redemption/conversion operation disclosed in August 2026.

What percentage of AXIA (AXIA)’s Class C preferred share class is being redeemed?

The approved redemption covers 6.14% of AXIA Energia’s outstanding Class C Preferred Shares (PNC). This percentage corresponds to 37,237,014 PNC shares with an aggregate value of R$ 2.0 billion, as authorized by the company’s board of directors on August 6, 2026.

How can AXIA (AXIA) investors submit elections to convert PNC shares?

AXIA Energia states that elections to convert PNC shares can be submitted through channels described on a dedicated webpage. This page is available on the company’s Investor Relations website, providing detailed information on the redemption and conversion of Class C Preferred Shares.

What risks and uncertainties does AXIA (AXIA) highlight in connection with this notice?

AXIA Energia includes forward-looking statement cautions, citing risks such as economic and regulatory conditions in Brazil and abroad, interest and inflation fluctuations, rainfall and reservoir levels, financing plans, and other factors described in its annual reports and other documents filed with the CVM and SEC.

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 August, 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____

 

Second redemption/conversion operation of class C preferred shares (PNC)

Rio de Janeiro, August 06, 2026, AXIA Energia S.A. ("Company" or "AXIA Energia") informs that further to the Notice to the Market disclosed on August 5, 2026, the Company hereby informs that its Board of Directors approved, on this date, the redemption of 37,237,014 Class C Preferred Shares ("PNC"), equivalent to R$ 2.0 billion and representing 6.14% of the outstanding shares of this class.

The main terms and conditions of the transaction are as follows:

· B3 record date: August 7, 2026.

· Ex-rights date: as of August 10, 2026, the Class C Preferred Shares (PNC) will be traded on an ex-rights basis.

· Total redemption amount: R$ 2.0 billion.

· Redemption value per PNC share: R$ 53.71 per share, corresponding to the closing price of the Company's common shares on the trading session held on August 5, 2026.

· Redemption procedure: Shareholders who do not elect to convert their PNC shares will have such shares automatically redeemed.

· Tax treatment for non-resident investors: information regarding the tax treatment applicable to the redemption, especially with respect to non-resident investors ("NRIs"), is set forth in the Shareholders' Notice released on this date.

· Conversion procedure: Holders of Class C Preferred Shares (PNC) may elect, as an alternative to redemption, to convert all or part of the PNC Shares subject to redemption into common shares, at a ratio of one common share for each PNC Share. Such election may be made during the period from August 12 to August 14, 2026, inclusive.

Channels for submitting the election to convert PNCs shares:

o Through their respective custodian agent/broker, for shareholders whose shares are held in custody with B3's Central Depository; or

o Through Itaú Corretora de Valores S.A., the book-entry registrar of the Company's shares, in the case of shares held in book-entry form.

· Date of conversion into common shares: 18 of August ,2026

· Payment date of the redemption amount: 24 of August ,2026

· Treatment of fractions: Pursuant to Article 11, Section 10, Item V of the Company's Bylaws, fractional PNC Shares resulting from the redemption process will be disregarded.

Centrais Elétricas Brasileira S/A 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900  

 

· Treatment of holders of Americans Depositary Receipts (“ADRs”): Holders of ADRs backed by PNC Shares will not be entitled to elect conversion into common shares. The PNC Shares underlying such ADRs will be mandatorily redeemed, and Citibank N.A., as depositary, will receive the redemption proceeds and distribute them to the respective ADR holders. Payment to ADR holders is expected to be made within seven business days following the payment date of the redemption to holders of PNC Shares traded on B3.

The Company has made available on its Investor Relations website a dedicated webpage regarding the redemption and conversion of PNC Shares. To access it, please click here.

Eduardo Haiama

Vice President of Finance and Investor Relations

Centrais Elétricas Brasileira S/A 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │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: August 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.