Eletrobras settles AXIA Energia BRL 2B debentures

Centrais Elétricas Brasileiras S.A. – Eletrobras reported the settlement of AXIA Energia’s 8th issuance of simple, non-convertible, unsecured debentures totaling BRL 2 billion, including the additional lot.

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras reported the settlement of AXIA Energia’s 8th issuance of simple, non-convertible, unsecured debentures totaling BRL 2 billion, including the additional lot. The securities were placed via a public offering under the automatic registration regime, restricted to professional investors.

The issuance is tax-incentivized under Brazilian Law No. 12,431/2011 and is split into three IPCA-indexed series. The first series has 1,267,100 debentures with a 7‑year bullet maturity and remuneration of IPCA + 6.8000% per year. The second has 368,900 debentures with a 10‑year bullet maturity at IPCA + 6.7116%. The third has 364,000 debentures with a 15‑year term, amortized in three annual installments in 2039, 2040, and at final maturity in 2041, at IPCA + 6.6752%.

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Credit and capital markets analyst

Eletrobras settles BRL 2B in long-dated, IPCA-linked AXIA Energia debentures for professional investors.

The company completed settlement of AXIA Energia’s 8th debenture issuance totaling BRL 2 billion, split across three unsecured, tax-incentivized series. All series are indexed to Brazil’s IPCA inflation benchmark with real spreads between 6.6752% and 6.8000%, indicating relatively high real-yield funding.

Maturities are staggered over 2033, 2036, and 2041, with bullet repayment on the first two series and three annual amortizations on the longest. The offering was conducted under the automatic registration regime and limited to professional investors, aligning with infrastructure debenture market practices. Future disclosures in company filings may provide more detail on how these proceeds support AXIA Energia’s investment plans and debt profile.

FAQ

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What did Eletrobras disclose about AXIA Energia’s debentures in this 6-K filing for AXIA?

Eletrobras disclosed that settlement of AXIA Energia’s 8th issuance of simple, non-convertible, unsecured debentures was completed, totaling BRL 2 billion. The securities were sold via a public offering to professional investors under the automatic registration regime, with three IPCA-linked series and long-term maturities.

What is the total size of the AXIA Energia 8th debenture issuance reported by Eletrobras (AXIA)?

The AXIA Energia 8th debenture issuance totals BRL 2 billion, including the additional lot. This amount is split across three unsecured series, each paying IPCA-indexed interest with different spreads and maturities, providing long-term funding under Brazil’s tax-incentivized infrastructure debenture framework (Law No. 12,431/2011).

What are the interest rates and indexation on AXIA Energia’s debentures mentioned for AXIA investors?

All three AXIA Energia series are indexed to Brazil’s IPCA inflation benchmark. The first series pays IPCA + 6.8000% per year, the second pays IPCA + 6.7116%, and the third pays IPCA + 6.6752%, offering fixed real spreads over inflation for professional investors in the offering.

What are the maturities and amortization profiles of the AXIA Energia debentures settled by Eletrobras?

The first series matures in 7 years on February 15, 2033, with bullet repayment. The second matures in 10 years on February 15, 2036, also bullet. The third has a 15-year term, amortized in three annual installments in 2039, 2040, and on final maturity in 2041.

Who can invest in the AXIA Energia 8th debenture issuance described for AXIA and under what regime?

The AXIA Energia debentures were offered exclusively to professional investors, following applicable Brazilian regulations. The public offering used an automatic registration regime under CVM Resolution No. 160/2022, and the debentures benefit from tax incentives under Law No. 12,431/2011 for qualifying infrastructure investments.

Are AXIA Energia’s 8th issuance debentures tax-incentivized according to the Eletrobras disclosure for AXIA?

Yes, the debentures are classified as tax-incentivized under Brazilian Law No. 12,431/2011. This framework is designed for infrastructure-related securities, giving qualifying investors potential tax benefits while helping AXIA Energia raise long-term, IPCA-linked funding in the local capital markets.

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Accepted by SEC EDGAR 02/25/2026 - 08:13 PM Learn about SEC filing dates

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____

Settlement of debentures – AXIA Energia

Rio de Janeiro, February 25 , 2026 – Centrais Elétricas Brasileiras S/A – Eletrobras (“Company” and “AXIA Energia”), in addition to the Material Fact disclosed on February 6, 2026, the Company informs that, on this date, the settlement of the 8^th issuance of simple, non-convertible, unsecured debentures, divided into three series, has taken place.

The debentures, which benefit from the tax incentive provided for under Law No. 12,431/2011, were the object of a public offering conducted under the automatic registration regime, in accordance with CVM Resolution No. 160/2022, and were intended exclusively for professional investors, pursuant to the applicable regulations.

The table below summarizes the final terms obtained and the allocation of the offerings settled hereby:

AXIA Energia (8th Issuance)
Amount	BRL 2 billion (considering the issuance of the additional lot)
Type / Guarantee	Unsecured
Type	Tax incentivized, pursuant to Law No. 12,431
Interest Payments	Semiannual, without a grace period
Séries (considering the bookbuilding outcome)	1ª	2ª	3ª
Quantity of debentures	1,267,100	368,900	364,000
Amortization	Bullet (single installment, on the maturity date)	Bullet (single installment, on the maturity date)	3 annual and consecutive installments (February 15, 2039, February 15, 2040, and on the maturity date)
Remuneration (considering the bookbuilding outcome)	IPCA + 6.8000%	IPCA + 6.7116%	IPCA + 6.6752%
Total term and maturity	7 years (February 15 of 2033)	10 years (February 15 of 2036)	15 years (February 15 of 2041)

More information about AXIA Energia’s debentures referred to in this Market Announcement is available in the minutes of the Company’s Board of Directors meeting held on February 6, 2026, filed at the Company’s headquarters and available for consultation on the CVM website (www.gov.br/cvm) and on the Company’s website (https://ri.axia.com.br/).

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: February 25, 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.