Axia Energia (AXIA) completes R$1 billion debenture bookbuilding for 9th issue
Rhea-AI Filing Summary
Axia Energia S.A. completed the bookbuilding for a public offering of simple, unsecured, non-convertible debentures from its 9th issuance totaling R$ 1,000,000,000.00, split into 1,000,000 debentures. The initial 800,000 debentres were increased by 25% through full exercise of the Additional Lot Option.
The debentures, issued on June 15, 2026, pay interest on their restated par value equivalent to 8.0036% per year, calculated on a 252-business-day basis. They carry a final issue rating of “brAAA” from Standard & Poor’s Ratings do Brasil. In the event of total optional early redemption or optional extraordinary amortization, a Redemption/Amex Premium Factor of -0.4000% applies, also on a 252-business-day basis.
The offer is conducted under Brazil’s automatic registration procedure, without prior analysis by the CVM, and is aimed exclusively at professional investors. Due to excess demand exceeding one-third of the initially offered debentures, investment intentions from related persons were not accepted, so related parties will not participate in this offer.
Positive
- None.
Negative
- None.
Insights
Axia locked in a R$1B, highly rated debenture funding at a defined fixed spread.
Axia Energia has structured a R$ 1,000,000,000.00 debenture issuance, expanded via a 25% Additional Lot Option to 1,000,000 simple, unsecured, non-convertible debentures. The securities carry a “brAAA” national-scale rating, indicating strong perceived credit quality in the Brazilian market.
The remuneration is set at an annualized 8.0036% on the restated par value, based on 252 business days, with clearly defined negative premium factors of -0.4000% for both total optional early redemption and optional extraordinary amortization. This gives investors and the issuer transparent economics for early repayment scenarios.
Excess demand above one-third of the initially offered volume led to exclusion of related persons, meaning the allocation went entirely to non-related professional investors. Since the offer uses Brazil’s automatic registration procedure and is restricted to professional investors, future company filings will be the main channel for tracking how this new debt fits into Axia’s broader capital structure.
Key Figures
Key Terms
Bookbuilding Procedure financial
automatic registration procedure regulatory
Total Optional Early Redemption financial
Optional Extraordinary Amortization financial
Professional Investors regulatory
credit risk of the issuer financial
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____
MARKET NOTICE REGARDING THE RESULTS OF THE BOOKBUILDING PROCEDURE WITHIN THE SCOPE OF THE PUBLIC OFFERING, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN A SINGLE SERIES, OF THE 9TH (NINTH) ISSUANCE OF AXIA ENERGIA S.A. CNPJ no. 00.001.180/0001-26 in the total amount of R$ 1,000,000,000.00 (one billion reais) ISIN CODE OF DEBENTURES: BRAXIADBS0F1 Final Issue Risk Rating of “brAAA” assigned by Standard & Poor’s Ratings do Brasil Ltda. on June 30, 2026. *This rating was made on June 30, 2026; the characteristics of this security are subject to change. DISCLOSURE OF A PROSPECTUS WAS WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE INFORMATION SHEET, IN ACCORDANCE WITH §1 OF ARTICLE 23, BOTH OF CVM RESOLUTION 160 (AS DEFINED BELOW) FOR THE EXECUTION OF THIS OFFER (AS DEFINED BELOW). 1 SECURITY OFFERED AND IDENTIFICATION OF THE OFFEROR AXIA ENERGIA S.A., a corporation registered as a securities issuer, category “A”, with the Brazilian Securities and Exchange Commission (“CVM”), in an operational phase, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida Graça Aranha, nº 26, Loja A, Centro, CEP 20.030-900, registered with the National Register of Legal Entities of the Ministry of Finance (“CNPJ”) under no. 00.001.180/0001-26, with its constitutive acts registered with the Board of Trade of the State of Rio de Janeiro (“JUCERJA”) under NIRE 33.300.346.767 (“Issuer”), together with BTG PACTUAL INVESTMENT BANKING LTDA., an institution that is part of the securities distribution system, with an office in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.477, 14º andar, CEP 04538-133, registered with the CNPJ under no. 46.482.072/0001-13 (“Lead Coordinator”) and with XP INVESTIMENTOS CORRETORA DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution that is part of the securities distribution system, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia do Botafogo, nº 501, bloco 1, CEP 22.250-911, enrolled with the CNPJ under No. 02.332.886/0001- 04 ("XP Investimentos" and, together with the Lead Coordinator, the "Coordinators"), hereby ANNOUNCE that, on this date, the procedure for collecting investment intentions was carried out, organized by the Coordinators, with or without receiving reserves, without minimum or maximum lots, for the verification of the demand for the Debentures ("Bookbuilding Procedure"), within the scope of the public offering for the distribution of simple, non-convertible debentures, of the unsecured type, in a single series, of the 9th (ninth) issuance of the Issuer ("Debentures" and "Issuance", respectively), which are subject to public distribution, under the automatic registration procedure, without prior analysis by CVM, pursuant to Law No. 6.385, of December 7, 1976, as amended, of CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160”) and other applicable legal and regulatory provisions (“Offer”), with intermediation of the Coordinators, intended exclusively for professional investors, as defined pursuant to articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended (“Professional Investors”), as provided for in the “Private Instrument of Issuance Deed of the 9th (Ninth) Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of Axia Energia S.A.”, entered into on June 22, 2026, between the Issuer and VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIO LTDA., a financial institution authorized to operate by the Central Bank of Brazil, incorporated as a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at Rua Gilberto Sabino, nº 215, Conjunto 41, Sala 2, Pinheiros, CEP 05.425-020, enrolled with the CNPJ under No. 22.610.500/0001-88, as trustee, representing the communion of the holders of the Debentures (“Trustee” and “Original Issuance Deed”, respectively), as amended, on this date, pursuant to the “First Amendment to the Private Instrument of Issuance Deed of the 9th (Ninth) Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of Axia Energia S.A." ("First Amendment to the Issuance Deed" and, together with the Original Issuance Deed, “Issuance Deed"), having been defined that: (i) 1,000,000 (one million) Debentures were issued, observing that the initial amount of 800,000 (eight hundred thousand) Debentures was increased by 25% (twenty-five percent) due to the total exercise of the Additional Lot Option (as defined in the Issuance Deed), totaling 1,000,000 (one million) Debentures; (ii) the total amount of the Issue is R$ 1,000,000,000.00 (one billion reais), on the issue date, that is, June 15, 2026 (“Issue Date”), considering the exercise of the Additional Lot Option; (iii) the Debentures will have the following Remuneration: on the Restated Par Value (as defined in the Issuance Deed) of the Debentures will bear interest equivalent to 8.0036% (eight point thirty-six thousandths percent), based on 252 (two hundred and fifty-two) Business Days (as defined in the Issuance Deed), to be calculated according to the formula contained in the Issuance Deed; and (iv) in case of Total Optional Early Redemption (as defined in the Issuance Deed), the Redemption Premium Factor (as defined in the Issuance Deed) will be -0.4000% (minus four tenths percent), base 252 (two hundred and fifty-two) Business Days, and in case of Optional Extraordinary Amortization (as defined in the Issuance Deed), the Amex Premium Factor (as defined in the Issuance Deed) will be -0.4000% (minus four tenths percent), base 252 (two hundred and fifty-two) Business Days. As there was an excess demand greater than 1/3 (one third) of the number of Debentures initially offered, the placement of Debentures to Offering Investors who are Related Persons (as defined in the Issuance Deed) was not accepted, and the respective investment intentions were automatically canceled. Therefore, there will be no participation of Related Parties in the Offer. 2 ADDITIONAL INFORMATION Additional information regarding the Issue, the Offer, the distribution and the Debentures may be obtained from the Coordinators or from the CVM. The capitalized terms used in this "Market Notice Regarding the Result of the Bookbuilding Procedure in the Scope of the Public Offering for Distribution, under the Automatic Registration Procedure, of Simple Debentures, not Convertible into Shares, of the Unsecured Type, in Single Series, of the 9th (Ninth) Issue of AXIA Energia S.A." (“Market Notice"), which are not defined herein, shall have the meaning assigned to them in the Issuance Deed. REGISTRATION OF THE PRESENT PUBLIC DISTRIBUTION OFFER SHALL NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE TRUTHFULNESS OF THE INFORMATION PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED. THE SECURITIES SUBJECT TO THE OFFER ARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER. CAREFULLY READ THE TERMS AND CONDITIONS OF THE ISSUANCE DEED AND THE ISSUER'S REFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, PARTICULARLY THE "RISK FACTORS" SECTIONS OF THE ISSUER'S REFERENCE FORM, TO ASSESS THE RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE DEBENTURES. THE MARKET OFFER IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE ISSUER AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON DIRECT OR INDIRECT ACTION BY THE ISSUER OR PERSONS LINKED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160. THE INFORMATION CONTAINED IN THIS MARKET NOTICE HAS NOT BEEN ANALYZED BY THE CVM, ANBIMA, OR BY ANY SELF-REGULATORY ENTITY. CONSIDERING THAT THE OFFER IS SUBJECT TO THE AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION, REGISTRATION OF THE OFFER DOES NOT REQUIRE PRIOR ANALYSIS BY THE CVM AND ANBIMA. ACCORDINGLY, THE DOCUMENTS RELATING TO THE DEBENTURES AND THE OFFER HAVE NOT BEEN AND SHALL NOT BE SUBJECT TO REVIEW BY THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS MARKET NOTICE AND ALL OTHER OFFER DOCUMENTS. FURTHER INFORMATION ABOUT THE DISTRIBUTION MAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM THE CVM. THE DEBENTURES SHALL BE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160. Rio de Janeiro, July 01, 2026. LEAD COORDINATOR COORDINATOR
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 3, 2026
| AXIA Energia S.A. | ||
| By: |
/S/ Eduardo Haiama |
|
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Eduardo Haiama Vice-President of Finance and Investor Relations |
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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.