Eletrobras (NYSE: AXIA) wins approvals to migrate shares to B3 Novo Mercado

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras reports that shareholders have approved all items required to advance its planned migration to the Novo Mercado segment of B3. Approvals include converting Class “A1” (PNA1) and Class “B1” (PNB1) preferred shares, authorizing the migration, and amending the bylaws.

PNA1 and PNB1 shareholders who opposed the conversions may exercise withdrawal rights until May 4, 2026. After the company confirms how many shares will be reimbursed, all remaining PNA1 and PNB1 shares will be converted into common shares. The effective migration still depends on B3’s review, approval, and completion of share-conversion procedures. The company states that moving to Novo Mercado is an important step toward a simpler capital structure, higher share liquidity, and stronger corporate governance practices.

Insights

Latin America utilities & governance analyst

Eletrobras advances B3 Novo Mercado migration, pending B3’s final approval.

Eletrobras obtained shareholder approval to convert its PNA1 and PNB1 preferred shares into common shares, authorize migration to B3’s Novo Mercado, and amend bylaws. This consolidates its share classes into a single common stock structure, aligning with higher governance standards on the exchange.

Holders of PNA1 and PNB1 who voted against conversion have withdrawal rights until May 4, 2026. The company will then confirm reimbursed shares and convert all remaining preferred shares. Final migration still requires B3 review and operational completion, so the timing and practical effects will depend on those external approvals.

Key Figures

Withdrawal rights deadline: May 4, 2026 Form type: Form 6-K B3 listing segment: Novo Mercado

3 metrics

Withdrawal rights deadline May 4, 2026 Last day for PNA1 and PNB1 holders who opposed conversion to exercise withdrawal rights

Form type Form 6-K Report of foreign private issuer for April 2026

B3 listing segment Novo Mercado Target segment for post-conversion listing, subject to B3 review and approval

Key Terms

Novo Mercado, withdrawal rights, forward-looking statements, preferred shares

4 terms

Novo Mercado financial

"the migration to the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (B3) were approved"

withdrawal rights financial

"the deadline expires for the exercise of withdrawal rights by PNA1 and PNB1 shareholders"

A legal right that lets an investor cancel or back out of a financial transaction—such as buying shares, subscribing to an offering, or agreeing to a corporate action—within a specified short period and receive a refund or reversal. It matters because it acts like a cooling-off period or return policy: investors can change their mind if new information appears or circumstances change, reducing immediate risk and preserving liquidity while decisions are reassessed.

forward-looking statements regulatory

"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.

preferred shares financial

"the conversion of Class “A1” (PNA1) and Class “B1” (PNB1) preferred shares"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

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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 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 Approval of Migration to the Novo Mercado Rio de Janeiro, April 1, 2026 - Centrais Elétricas Brasileiras S/A - Eletrobras (“Company” or “AXIA Energia”), in continuation of the material fact disclosed on February 18, 2026, the Company informs that, at the shareholders’ meetings held on this date, all matters necessary for the advancement of the migration to the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (B3) were approved—notably, the conversion of Class “A1” (PNA1) and Class “B1” (PNB1) preferred shares, the authorization for the migration to the Novo Mercado, and the amendment of the Company’s bylaws. On May 4, 2026, the deadline expires for the exercise of withdrawal rights by PNA1 and PNB1 shareholders who did not approve the respective conversions at the special shareholders’ meetings. After confirmation by the Company of the number of shares that may be reimbursed, all PNA1 and PNB1 shares will be converted into common shares. The effective migration to the Novo Mercado remains subject, among other matters, to review and approval by B3, pursuant to applicable regulations, as well as to the operational procedures for the conversion of PNA1 and PNB1 shares. The migration to the Novo Mercado represents a relevant step in the simplification of the Company’s capital structure, the increase in the liquidity of its shares, and the continuous evolution of its corporate governance practices. 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.

FAQ

What did Eletrobras (AXIA) announce regarding migration to B3’s Novo Mercado?

Eletrobras announced that shareholders approved all proposals needed to advance its migration to B3’s Novo Mercado. These include converting PNA1 and PNB1 preferred shares into common shares, authorizing the migration, and amending the company’s bylaws to meet Novo Mercado requirements.

How will Eletrobras (AXIA) convert its PNA1 and PNB1 preferred shares?

All PNA1 and PNB1 preferred shares will be converted into common shares after Eletrobras confirms the number of shares to be reimbursed under withdrawal rights. This step is part of simplifying the capital structure in preparation for migration to B3’s Novo Mercado segment.

What withdrawal rights do PNA1 and PNB1 shareholders of Eletrobras (AXIA) have?

PNA1 and PNB1 shareholders who did not approve the conversions at the special meetings may exercise withdrawal rights until May 4, 2026. After the company confirms how many shares are reimbursed, it will convert all remaining PNA1 and PNB1 shares into common shares.

Is Eletrobras’ (AXIA) migration to Novo Mercado already effective?

The migration is not yet effective. It still depends on review and approval by B3 and completion of operational procedures for converting PNA1 and PNB1 shares. Shareholder approvals are an important step, but final listing on Novo Mercado remains conditional on these external processes.

Why does Eletrobras (AXIA) say migration to Novo Mercado is important?

Eletrobras states that moving to B3’s Novo Mercado is a relevant step toward simplifying its capital structure, increasing the liquidity of its shares, and continually improving corporate governance practices. Novo Mercado is known for higher governance standards tied to common-share structures.

What risks and uncertainties does Eletrobras (AXIA) highlight in its forward-looking statements?

Eletrobras notes that estimates involve risks such as economic, regulatory, and political conditions, interest and inflation changes, electricity demand shifts, rainfall and reservoir levels, indebtedness, and regulation. It emphasizes that future results may differ from expectations and does not commit to updating projections.