Eletrobras (AXIA) clears path for up to R$2B AXIA Energia debentures

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras, through AXIA Energia, approved an 8th issuance of simple, unsecured debentures totaling R$1.6 billion, with an additional tranche of up to 25% that may raise the transaction volume to R$2 billion depending on the bookbuilding outcome.

The issuance may have up to three series, with bullet repayments in 2033 and 2036, and annual payments from 2039 to 2041. Remuneration will be set in bookbuilding, using minimum spreads over NTN-B references or fixed IPCA-linked rates. The debentures will benefit from Law 12,431 tax incentives, be distributed publicly under automatic registration, and be allocated exclusively to professional investors.

Insights

Corporate debt analyst

Eletrobras unit plans up to R$2 billion in long-dated, tax-incentivized debentures for professional investors.

The approval allows AXIA Energia to issue up to R$2 billion in simple, unsecured debentures across as many as three series. Maturities range from 2033 to 2041, combining bullet and amortizing structures, which spreads refinancing over the long term.

Remuneration will be defined in the bookbuilding process, with floors tied to NTN-Bs or IPCA-linked rates near 6.80%–6.90% per year, indicating inflation-indexed cost of debt. Tax incentives under Law 12,431 and the focus on professional investors suggest a structure tailored to Brazil’s infrastructure debt market.

The issuance uses a communicating vessels structure, so allocation among series will follow investor demand in bookbuilding. Actual leverage, pricing, and investor mix will be known only once the public offering is executed and final terms are fixed.

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Form 6-K: How Foreign Companies Report to the 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 February, 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____

Debenture Issuance – AXIA Energia Rio de Janeiro, February 6, 2026, Centrais Elétricas Brasileiras S/A – Eletrobras (“Company” and “AXIA Energia”), hereby informs that, on this date, the Board of Directors approved the issuance of simple debentures, not convertible into shares, unsecured, in up to three series, in the amount of R$1.6 billion, with the possibility of an additional tranche of up to 25% of the issuance volume, according to the outcome of the Bookbuilding Procedure, whereby the total volume of the transaction may reach R$2 billion, through its 8th issuance, with the following main characteristics: Issuer AXIA Energia (8th issuance) Séries Up to 3 series Issue Amount R$ 1.6 billion, with the possibility of issuing an additional tranche of 25% Type/ Security Unsecured Intereset Payment Semiannual, with no grace period Amortization 1st series: bullet (single payment at maturity on February 15, 2033) 2nd series: bullet (single payment at maturity on February 15, 2036) 3rd series: annual payments, starting in the 13th year (February 15, 2039; February 15, 2040; and February 15, 2041) Remuneration (as to be defined in the bookbuilding) 1st series: NTN-B 2032 – 0.90% or IPCA + 6.80% p.a., whichever is higher 2nd series: NTN-B 2035 – 0.77% or IPCA + 6.80% p.a., whichever is higher 3rd series: NTN-B 2040 – 0.50% or IPCA + 6.90% p.a., whichever is higher Total Term and Maturiy 1st series: 7 years (Feb. 15, 2033) 2nd series: 10 years (Feb. 15, 2036) 3rd series: 15 years (Feb. 15, 2041) It should be noted that the debentures benefit from the tax incentive provided for in Law No. 12,431. The issuance will be carried out through a public offering distribution, under the automatic registration procedure, and will be exclusively allocated to professional investors. Additionally, the debentures will be issued under a communicating vessels structure, in accordance with the outcome of the Bookbuilding Procedure. THE OFFERING HAS NOT BEEN REGISTERED YET WITH THE CVM, AND THIS MATERIAL FACT IS INTENDED SOLELY TO DISCLOSE ITS APPROVAL BY THE BOARD OF DIRECTORS OF AXIA ENERGIA. This Material Fact does not constitute an offer, invitation, or solicitation to subscribe for the debentures, nor shall any information contained herein constitute the basis for any contract or commitment. Eduardo Haiama Vice-president Financial 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: February 6, 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.

FAQ

What did Eletrobras’ AXIA Energia approve in this 6-K filing?

AXIA Energia, linked to Eletrobras, approved its 8th issuance of simple, unsecured debentures totaling R$1.6 billion, with an option for a 25% additional tranche, allowing the total transaction volume to reach R$2 billion depending on bookbuilding demand.

What are the key terms of the AXIA debenture issuance approved by Eletrobras (AXIA)?

The issuance may have up to three series, all unsecured, with semiannual interest payments. Maturities are in 2033, 2036, and from 2039 to 2041, combining bullet repayments and annual amortizations to create long-term, structured repayment profiles.

How much could AXIA Energia raise through this new debenture issuance?

The base issue amount is R$1.6 billion, and an additional tranche of up to 25% of this volume may be issued based on bookbuilding results. This structure allows the total transaction size to reach up to R$2 billion if investor demand supports it.

How will the AXIA debentures approved by Eletrobras be remunerated?

Remuneration will be set in the bookbuilding process, with each series paying the higher of a spread over relevant NTN-B benchmarks or fixed IPCA-linked rates around 6.80%–6.90% per year, offering investors inflation protection with minimum return thresholds.

Who can invest in the new AXIA Energia debentures linked to Eletrobras?

The debentures will be distributed through a public offering using an automatic registration procedure and will be allocated exclusively to professional investors. This targets institutional and other qualified market participants rather than retail investors in the Brazilian capital market.

Do the AXIA debentures benefit from any tax incentives under Brazilian law?

Yes. The debentures are structured to benefit from the tax incentive provided in Brazilian Law No. 12,431. This law supports infrastructure-related debt instruments by granting favorable tax treatment, which can make the securities more attractive to professional fixed-income investors.

Has the AXIA Energia debenture offering approved by Eletrobras been registered?

The document states that the offering has not yet been registered and clarifies it is only disclosing the Board of Directors’ approval. It also notes that this communication does not constitute an offer, invitation, or solicitation to subscribe for the debentures or form a contract.