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____
REMOTE VOTING BALLOT EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/01/2026 |
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Shareholder’s Name
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Shareholder’s CNPJ or CPF
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E-mail
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Filling Instructions
Should a shareholder of Centrais
Elétricas Brasileiras S.A. – ELETROBRAS ("Company" or "AXIA Energia") choose to exercise
its right to vote remotely at the Company's Extraordinary General Shareholder’s Meeting ("EGM"), to be held on
April 1, 2026, at 4:00 p.m., this remote voting ballot ("BVD") shall be fully completed, signed and submitted, as of
this date, to: (i) Itaú Corretora de Valores S.A., bookkeeping agent of the shares issued by the Company ("Bookkeeping
Agent"); (ii) the custodian agent responsible for the custody of the shares issued by the Company held by the shareholder, if
such shareholder holds shares in custody and provided that such agent offers this service ("Custody Agent"); (iii) the
central depositary in which the shares are deposited, if its shares are deposited with B3 ("Central Depositary"); or
(iv) the Company, directly.
In order for the BVD to be considered
valid: (i) the shareholder must indicate above his name (or corporate name) and its CPF or CNPJ number, as applicable, and, in the appropriate
field below, the e-mail address for any inquiries; and (ii) the last page must be signed by the shareholder or its legal representative(s),
as applicable and under the terms of the legislation in force. The Management Proposal for the EGM contains detailed instructions regarding
the representation of shareholders. If the shareholder is considered a legal entity under Brazilian law, the signature must be made by
its legal representatives or attorneys-in-fact duly empowered to do so.
The BVD sent directly to AXIA Energia
must be accompanied by the documentation proving the status of shareholder or legal representative of the signing shareholder, observing,
therefore, the requirements and formalities indicated in the Management Proposal. BVDs received up to 4 (four) days prior to the date
of the EGM, that is, until March 28, 2026 (inclusive), will be admitted. BVDs received after such deadline will be deemed invalid and
will not be processed or considered by the Company for purposes of the resolutions at the EGM. If necessary, the shareholder may correct
or resubmit the BVD and the supporting documents, provided that the Company receives them by the final established deadline. If the shareholder
decides to attend the EGM and dully accredited to do so, in person or by proxy, and expressly states the intention to vote in person,
the voting instructions submitted through the BVD will be disregarded by the EGM’s board.
Pursuant to Article 6 of the Company's
Bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, is permitted to exercise voting rights in a
number greater than the equivalent of ten percent (10%) of the total number of shares in which the Company's voting capital is divided,
regardless of its interest in the capital stock. The concept of group of shareholders is set forth in Article 8 of the Company's Bylaws. |
REMOTE VOTING BALLOT EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/01/2026 |
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Instructions for sending your ballot, indicating
the delivery process by sending it directly to the Company or submit voting instruction to the bookkeeping agent or the custodian
The BVD may be submitted alternatively
to: (i) the Bookkeeping Agent; (ii) the Custody Agent, provided that they offers such service; (iii) the Central Depositary; or (iv) the
Company, directly.
Shareholders whose shares are registered
in the book-entry system may cast their remote vote through the Bookkeeping Agent. In this case, the BVD must be submitted through the
Itaú Assembleia Digital website. To do so, it will be necessary to register and have a digital certificate. Information on the
registration and step-by-step instructions for issuing the digital certificate are available at https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digital.
The Custody Agent may, but is not
obligated to, receive the BVDs from the Company's shareholders. Shareholders are advised to verify with their respective Custody Agent
whether it will provide such service, as well as its costs and procedures.
If the shareholder wishes to express
their vote directly to the Central Depositary, it must submit its BVD through the electronic system made available by B3, in the "Investor
Area" (available at https://www.investidor.b3.com.br/login), in the "Services" section, under the "Open Meetings"
option. The Central Depositary may define operational rules and procedures for the organization and functioning of activities related
to the collection and transmission of instructions for filling out the BVD, which must be observed by the shareholders.
AXIA Energia’s shareholders may also,
at their sole discretion, complete the BVD through the https://atlasagm.com/ website or through the "Atlas AGM" application
available on the Apple Store and Google Play Store ("Application"), in accordance with the Management Proposal. BVDs
submitted to the Company by means other than the https://atlasagm.com/ website or the Application, will be refused and returned by the
Company. |
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Postal and e-mail address for sending the
remote voting ballot, if the shareholder chooses to deliver the document directly to the Company / Instructions on the electronic system
for participation in meetings, if such form of participation is allowed.
The EGM will be exclusively digital, to be held
through the digital platform of "Atlas AGM" ("Digital Platform"). Shareholders, their representatives or attorneys-in-fact,
as applicable, who duly register by 11:59 p.m. on March 30, 2026, and access the Digital Platform by the time of the opening of the meeting,
may participate in the EGM. Detailed information on the rules and procedures for participation via Digital Platform or through submission
of the BVD is contained in the Management Proposal for the EGM, available on the Company’s website (https://ri.axia.com.br/), the
Brazilian Securities and Exchange Commission’s website (https://sistemas.cvm.gov.br/) and B3 S.A. – Brasil, Bolsa, Balcão
website (https://www.b3.com.br/pt_br/). |
REMOTE VOTING BALLOT EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/01/2026 |
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Indication of the institution hired by the
company to provide the securities bookkeeping service, with name, physical and e-mail address, telephone number and contact person
Avenida Brigadeiro Faria Lima, No. 3.500, 3rd
floor - São Paulo
Shareholder service:
3003-9285 (capital cities and metropolitan regions)
0800 7209285 (other locations)
Service hours are on business days from 9:00 a.m. to
6:00 p.m.
Email:
atendimentoescrituracao@itau-unibanco.com.br
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| Resolutions / Issues related to the EGM |
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[Eligible tickers in this resolution: AXIA3 and AXIA7]
1.
the Management Proposal for the authorization for
the Company’s management to submit to B3 an application for the Company’s admission, even if on a conditional basis, to the
Novo Mercado special listing segment and for the Company’s shares to be admitted to trading on such segment (“Migration
to Novo Mercado”).
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| [ ] Approve |
[ ] Reject |
[ ] Abstain |
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[Eligible tickers in this resolution: AXIA3
and AXIA7]
2.
the Management Proposal for the conversion of all
class "A1" preferred shares issued by the Company ("PNA1" and "PNA1 Conversion", respectively),
at a ratio of 1.1 common share ("ON") for each 1 PNA1 share, the effectiveness of which shall be subject to the fulfillment
of the following conditions precedent ("Conditions Precedent - PNA1"): a. approval of the PNA1 Conversion at a special
meeting of shareholders holding PNA1, pursuant to article 136, paragraph 1 of the Brazilian Corporations Law ("AGESP PNA1");
b. approval of the PNB1 Conversion (as defined in item (3) below); and c. authorization by B3 for the Migration to Novo Mercado. |
| [ ] Approve |
[ ] Reject |
[ ] Abstain |
REMOTE VOTING BALLOT EGM – CENTRAIS ELET BRAS S.A. – ELETROBRAS to be held on 04/01/2026 |
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[Eligible tickers in this resolution: AXIA3
and AXIA7]
3.
the Management Proposal for the conversion of all class "B1"
preferred shares issued by the Company ("PNB1" and "PNB1 Conversion", respectively, and, together with
the PNA1 Conversion, the "PN Conversions"), at a ratio of 1.1 ON share for each 1 PNB1 share, the effectiveness of which
shall be subject to the fulfillment of the following conditions precedent ("Conditions Precedent - PNB1"): a. approval
of the PNB1 Conversion at a special meeting of shareholders holding PNB1, pursuant to article 136, paragraph 1 of the Brazilian Corporations
Law ("AGESP PNB1"); and b. authorization by B3 for the Migration to Novo Mercado.
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| [ ] Approve |
[ ] Reject |
[ ] Abstain |
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[Eligible tickers in this resolution: AXIA3
and AXIA7]
4.
subject to the approval and effectiveness
of the PN Conversions and the prior consent of ANEEL, the Management Proposal for the full amendment and consolidation of the Company's
Bylaws to provide for: (iv.1) the update of the amount and composition of the capital stock; (iv.2) the result of the PNs Conversions;
and (iv.3) the inclusion of the provisions required by B3's Novo Mercado Regulation ("Novo Mercado Regulation"). |
| [ ] Approve |
[ ] Reject |
[ ] Abstain |
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[Eligible tickers in this resolution: AXIA3
and AXIA7]
5.
subject to the approval and effectiveness
of the PNB1 Conversion, the non-approval of the PNA1 Conversion at the AGESP PNA1, and the prior consent of ANEEL, the Management Proposal
for the full amendment and consolidation of the Company's Bylaws to provide for: (v.1) the update of the amount and composition of the
capital stock; (v.2) the result of the PNB1 Conversion; (v.3) the granting of full voting rights to the PNA1 shares; and (v.4) the inclusion
of the provisions required by the Novo Mercado Regulation. |
| [ ] Approve |
[ ] Reject |
[ ] Abstain |
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[Eligible tickers in this resolution: AXIA3
and AXIA7]
6.
the Management Proposal for the authorization for
the Company’s management to take all necessary actions to implement the effective Migration to Novo Mercado.
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| [ ] Approve |
[ ] Reject |
[ ] Abstain |
City:_____________________________________________________________________________
Date:_____________________________________________________________________________
Signature:_________________________________________________________________________
Shareholder’s Name:________________________________________________________________
Phone:___________________________________________________________________________
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 18, 2026
| CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
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| By: |
/S/ Eduardo Haiama
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Eduardo Haiama
Vice-President of Finance and Investor Relations |
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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.
