Eletrobras (NYSE: EBR) sets Fiscal Council slate and flags conflict waiver

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras, also referred to as AXIA Energia, reports the nomination of candidates to its Fiscal Council by common and Class “C” preferred shareholders, including funds managed by SPX Gestão de Recursos and a group led by Banco Clássico and Radar.

The company highlights candidate José Reinaldo Magalhães, who serves on the boards of CEMIG and TAESA, described as competing companies. His eligibility to the Fiscal Council is expressly conditioned on shareholders granting a waiver of Brazilian law and bylaw requirements regarding such positions and potential conflicts.

The nominating shareholders emphasize his experience, reputation, and technical expertise, and propose that he refrain from accessing information or taking part in discussions at AXIA Energia’s Fiscal Council involving the electric power transmission segment while his current roles continue.

Key Terms

Fiscal Council, competing companies, waiver, forward-looking statements, +1 more

5 terms

Fiscal Council financial

"Nomination of Candidates to the Fiscal Council"

competing companies financial

"competing companies of the Company, with terms in office"

waiver financial

"eligibility of said candidate is contingent upon the granting, by the shareholders' meeting, of a waiver"

forward-looking statements financial

"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"

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.

Policy on Nomination and Succession of Officers and Directors financial

"AXIA Energia's Policy on Nomination and Succession of Officers and Directors"

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Accepted by SEC EDGAR 04/07/2026 - 06:08 AM Learn about SEC filing dates

FAQ

What does Eletrobras (EBR) announce in this Form 6-K?

Eletrobras announces nominated candidates for its Fiscal Council, proposed by common and Class “C” preferred shareholders. It confirms they meet eligibility requirements under Brazilian corporate law, the company’s bylaws, and AXIA Energia’s nomination and succession policy, subject to specific conditions for one candidate.

Why is José Reinaldo Magalhães’ eligibility to Eletrobras’ Fiscal Council conditional?

His eligibility is conditional because he sits on the boards of CEMIG and TAESA, which are described as competing companies. Under Brazilian Law 6,404/76 and the bylaws, shareholders must grant a specific waiver of legal requirements related to simultaneous roles and potential conflicts of interest.

How do the nominating shareholders justify José Reinaldo Magalhães as a candidate at Eletrobras (EBR)?

They justify his nomination by emphasizing his extensive sector experience, unblemished reputation, and recognized technical expertise. They argue TAESA operates mainly in regulated electric power transmission, so conflicts are manageable if he abstains from information, debates, and decisions involving that transmission segment at AXIA Energia.

What conflict-of-interest precautions are proposed for José Reinaldo Magalhães at AXIA Energia?

The shareholders propose that, while he holds roles at CEMIG and TAESA, he must not access information or participate in any discussion or decision within AXIA Energia’s Fiscal Council that involves the electric power transmission segment, limiting potential conflicts tied to his positions at competing companies.

What legal and governance standards does Eletrobras apply to Fiscal Council nominees?

Eletrobras states that nominees were reviewed for compliance with Brazilian Law No. 6,404/76, the company’s bylaws, and AXIA Energia’s Policy on Nomination and Succession of Officers and Directors. These standards govern eligibility, independence, and potential conflicts, alongside any required shareholder waivers.

What forward-looking statement caution does Eletrobras provide in this document?

Eletrobras warns that estimates and projections are forward-looking statements subject to economic, regulatory, financial, and operational risks. It notes such statements reflect current expectations only as of their date, may differ from future results, and the company assumes no obligation to update them based on new events.

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____

Nomination of Candidates to the Fiscal Council

Rio de Janeiro, April 6, 2026, Centrais Elétricas Brasileiras S.A. - Eletrobras (the "Company" or “AXIA Energia”), in continuation of the notice to shareholders dated March 13, 2026, hereby informs that the candidates nominated for membership on the Fiscal Council, listed below, have been reviewed and approved by the Company as to compliance with the eligibility requirements set forth in Brazilian Law No. 6,404/76, the Bylaws, and AXIA Energia's Policy on Nomination and Succession of Officers and Directors.

Candidates nominated by common and Class "C" preferred shareholders
Funds managed by SPX Gestão de Recursos Ltda. – SPX	Cátia Yuassa Tokoro - Alternate
Fundo de Investimento em Ações Dinâmica Energia and Banclass Fundo de Investimento em Ações, managed by Banco Clássico S.A. (“Banco Clássico”), together with Radar Master FIA, Maliko Investments LLC, Xingo FIA, Tucuruí FIA, Infrad Master FIA and Manuka Investments LLC, represented by their manager Radar Gestora de Recursos Ltda. – Radar (“Radar”)	Anderson Carlos Koch - Alternate

With respect to the candidate Mr. José Reinaldo Magalhães (effective member), nominated jointly by Banco Clássico and Radar, the Company informs that he currently holds a position as a member of the board of directors of CEMIG – Companhia Energética de Minas Gerais S.A. and TAESA - Transmissora Aliança de Energia Elétrica S.A., competing companies of the Company, with terms in office through their respective annual general meetings in 2026. Additionally, Mr. José Reinaldo Magalhães is a candidate for reelection to the board of directors of TAESA for a new one-year term.

Accordingly, pursuant to Article 28, Paragraph 3, item I, in conjunction with Article 49, Paragraph 5, both of the Bylaws, and further in compliance with Article 147, Paragraph 3, Item I, in conjunction with Article 162, Paragraph 2, of Brazilian Law No. 6,404/76, the Company informs that the eligibility of said candidate is contingent upon the granting, by the shareholders' meeting, of a waiver of the requirements set forth in Article 147, Paragraph 3, of Brazilian Law No. 6,404/76.

The shareholders responsible for the nomination justified it, noting that he is an experienced professional in the sector, with an unblemished reputation and recognized technical expertise. They further highlighted that, in their view, TAESA operates predominantly in the regulated electric power transmission segment, so that potential conflicts of interest would be manageable, and the nominee should adopt a posture before AXIA Energia's Fiscal Council of not accessing any information and not participating in any debate or decision involving the electric power transmission segment, for as long as the factual situation described above persists.

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 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.