Eletrobras (AXIA) moves to delist NYSE ADRs and migrate to Novo Mercado

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras, which also refers to itself as AXIA Energia, has approved the start of procedures to delist its American Depositary Receipts from the New York Stock Exchange. The company explains that ADRs currently represent only 2.5% of its shareholder base and that it wants to concentrate trading liquidity in a single market.

The company states that its corporate governance, internal controls, and risk management remain robust and are being reinforced by shareholder approval of its migration to the Novo Mercado, a segment of the Brazilian stock exchange focused on higher governance standards. Management reiterates its commitment to shareholder rights, transparency, integrity, and long-term value creation.

Insights

Cross-border listings and governance analyst

ADR delisting is strategic and modest in scale, with governance framed as a counterbalance.

The company’s board approved beginning the process to delist American Depositary Receipts from the NYSE, citing that ADRs account for only 2.5% of the shareholder base. Concentrating trading in a single market can reduce administrative and compliance complexity for cross-border issuers.

At the same time, the company highlights migration to the Novo Mercado, which emphasizes stricter governance practices on the Brazilian exchange. This pairing signals a shift toward a Brazil-focused equity structure, while attempting to reassure investors that governance, transparency, and shareholder rights remain priorities despite losing a U.S. trading venue.

Key Figures

ADRs share of shareholder base: 2.5%

1 metrics

ADRs share of shareholder base 2.5% Portion of total shareholders represented by ADRs

Key Terms

American Depositary Receipts, Novo Mercado, corporate governance practices, forward-looking statements

4 terms

American Depositary Receipts financial

"initiation of the procedures for the delisting of its American Depositary Recepits (ADRs) from the New York Stock Exchange"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

Novo Mercado financial

"reinforced by the approval of the Company’s migration to the Novo Mercado, as resolved at the shareholders’ meetings"

corporate governance practices financial

"Advances in corporate governance practices, as well as the strengthening of internal controls and risk management, remain ensured"

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.

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

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Accepted by SEC EDGAR 04/01/2026 - 08:40 PM Learn about SEC filing dates

FAQ

What did Centrais Elétricas Brasileiras (AXIA) announce regarding its NYSE listing?

The company’s board approved starting procedures to delist its American Depositary Receipts from the New York Stock Exchange. Management explains this as a move to consolidate trading liquidity in a single market while emphasizing continued strong governance and investor protections in its home market.

Why is AXIA Energia delisting its ADRs from the New York Stock Exchange?

AXIA Energia states that its ADRs represent only 2.5% of its total shareholder base, making them a relatively small portion of its equity. Delisting is presented as a way to concentrate liquidity in one market while maintaining governance standards through its migration to Brazil’s Novo Mercado segment.

How large is AXIA Energia’s ADR program as a share of its investor base?

The company reports that ADRs currently account for 2.5% of its shareholder base. This relatively small share underpins the decision to delist from the NYSE, as management believes consolidating trading in a single market is more efficient given the limited ADR participation.

What governance changes accompany AXIA Energia’s ADR delisting decision?

Alongside the delisting move, shareholders approved the company’s migration to the Novo Mercado, a higher-governance segment of the Brazilian exchange. The company stresses that internal controls, risk management, and shareholder rights will remain strong and are being reinforced by this governance-focused listing change.

How does AXIA Energia describe its commitment to shareholders after ADR delisting?

AXIA Energia reiterates a commitment to strengthening shareholders’ rights, transparency, and integrity while aiming for sustainable long-term value creation. Management links this commitment to its enhanced governance framework and the approved migration to Novo Mercado following the decision to delist from the NYSE.

Does AXIA Energia provide any caution about future results in this 6-K?

Yes. The company includes forward-looking statement language noting that estimates and projections involve risks such as economic conditions, regulation, rainfall for hydro plants, and indebtedness. It emphasizes that actual results may differ from current expectations and that it has no obligation to update these projections.

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 April, 2026

Commission File Number 1-34129

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
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 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Delisting of American Depositary Receipts - ADRs Rio de Janeiro, April 01, 2026 — Centrais Elétricas Brasileiras S.A. – Eletrobras (“Company” or “AXIA Energia”) informs that its Board of Directors has approved, as of this date, the initiation of the procedures for the delisting of its American Depositary Recepits (ADRs) from the New York Stock Exchange (NYSE). The delisting aims to consolidate liquidity in a single market, considering that ADRs currently represent only 2.5% of the Company’s shareholder base. Advances in corporate governance practices, as well as the strengthening of internal controls and risk management, remain ensured and are further reinforced by the approval of the Company’s migration to the Novo Mercado, as resolved at the shareholders’ meetings held on this date. AXIA Energia reiterates its ongoing commitment to continuously enhancing its governance framework, focused on strengthening shareholders’ rights and adopting the highest standards of transparency and integrity, always with a view to generating sustainable long-term value. 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: April 1, 2026

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
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.