Eletrobras details R$3B AXIA Energia and AXIA Norte debentures
Centrais Elétricas Brasileiras S.A. – Eletrobras reported the settlement of two public debenture offerings by its subsidiaries AXIA Energia and AXIA Norte, together totaling R$ 3 billion.
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Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. – Eletrobras reported the settlement of two public debenture offerings by its subsidiaries AXIA Energia and AXIA Norte, together totaling R$ 3 billion. AXIA Energia completed its 7th issuance of unsecured simple debentures in a single series of R$ 1 billion with a 10-year term, maturing on November 15, 2035.
AXIA Norte completed its 9th issuance of unsecured simple debentures with additional surety in a single series of R$ 2 billion, with a 7-year term maturing on November 15, 2032. Both issues pay interest semiannually tied to DI, at DI + 0.85% for AXIA Energia and DI + 0.65% for AXIA Norte. AXIA Energia acts as guarantor and principal payer for AXIA Norte’s debentures, assuming responsibility for full and timely fulfillment of all related obligations.
Insights
Eletrobras subsidiaries settle R$ 3B in DI-linked debentures with group guarantee.
The group, through AXIA Energia and AXIA Norte, has settled public offerings of unsecured simple debentures totaling R$ 3 billion. AXIA Energia issued R$ 1 billion with a 10-year maturity and DI + 0.85% remuneration, while AXIA Norte issued R$ 2 billion with a 7-year maturity and DI + 0.65%. Both pay interest on a semiannual basis to professional investors under Brazilian CVM rules.
Amortization structures differ: AXIA Energia’s debentures amortize annually in three installments starting in the 8th year, whereas AXIA Norte’s debentures follow a bullet structure, repaid in a single installment at maturity. This mix concentrates AXIA Norte’s principal repayment in one date while spreading AXIA Energia’s over several years.
AXIA Energia also acts as guarantor and principal payer for AXIA Norte’s issuance, waiving certain protections and assuming responsibility for full and timely payment of principal and accessories. This guarantee links the credit profiles of the two subsidiaries more closely, and the overall impact on leverage and interest costs will depend on the group’s broader funding and cash generation, which are not detailed here.
FAQ
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What did Eletrobras (EBR) announce regarding AXIA Energia and AXIA Norte debentures?
Eletrobras announced that its subsidiaries AXIA Energia and AXIA Norte have completed the settlement of public offerings of simple unsecured debentures, corresponding to the 7th issuance by AXIA Energia and the 9th issuance by AXIA Norte.
What are the sizes of the new AXIA Energia and AXIA Norte debenture issuances for EBR?
The 7th issuance of AXIA Energia debentures totals R$ 1 billion, while the 9th issuance of AXIA Norte debentures totals R$ 2 billion, for a combined amount of R$ 3 billion.
What interest rates and maturities apply to the AXIA Energia and AXIA Norte debentures?
AXIA Energia’s debentures pay DI + 0.85% and have a total term of 10 years, maturing on November 15, 2035. AXIA Norte’s debentures pay DI + 0.65% and have a total term of 7 years, maturing on November 15, 2032. Interest on both issuances is paid semiannually.
How will the principal of the AXIA Energia and AXIA Norte debentures be repaid?
AXIA Energia’s debentures are amortized through annual payments starting in the 8th year, with installments on November 15, 2033, November 15, 2034, and November 15, 2035. AXIA Norte’s debentures follow a bullet structure, with principal repaid in a single installment on the maturity date.
What guarantee did AXIA Energia provide for AXIA Norte’s debentures?
In the AXIA Norte offering, AXIA Energia assumed the role of guarantor and principal payer, waiving certain benefits and rights and becoming responsible for the full and timely fulfillment of all main and accessory obligations of AXIA Norte’s debentures.
Who were the AXIA Energia and AXIA Norte debentures offered to?
The debentures were offered through a public distribution under the automatic registration procedure in accordance with CVM Resolution No. 160, and were targeted at professional investors as defined in CVM Resolution No. 30.
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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 December, 2025
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 and AXIA Norte
Rio de Janeiro, December 15, 2025 - Centrais Elétricas Brasileiras S/A - AXIA Energia, in addition to the Relevant Fact disclosed on November 13, 2025, informs that the settlements of the 7th issuance of simple debentures, not convertible into shares, of the unsecured type, in a single series, by AXIA Energia and the 9th issuance of simple debentures, not convertible into shares, of the unsecured type, with additional surety, in a single series, by its controlled entity Centrais Elétricas do Norte do Brasil S/A - AXIA Norte, have occurred.
The debentures were subject to a public distribution offering, under the automatic registration procedure, carried out in accordance with the Resolution of the Securities and Exchange Commission (CVM) No. 160, dated July 13, 2022, targeted at professional investors, as defined in Articles 11 and 13 of CVM Resolution No. 30, dated May 11, 2021.
In the context of the AXIA Norte offering, AXIA Energia undertook the role of guarantor and principal payer, expressly waiving certain benefits of order, rights, and powers of exemption of any nature, being responsible for the full and timely fulfillment of all main and accessory obligations assumed by AXIA Energia Norte.
The table below summarizes the final conditions obtained and the allocation of the offerings:
| Issuer |
AXIA Energia (7ᵗʰ insurance) |
AXIA Norte (9ᵗʰ insurance) |
| Series | Single | Single |
| Issuance Amount | R$ 1 billion | R$ 2 billion |
| Type / Guarantee | Unsecured | Unsecured |
| Interest Payments | Semiannual, with no grace period | Semiannual, with no grace period |
| Amortization | Annual payments, starting from the 8th year (November 15, 2033, November 15, 2034, and November 15, 2035) | Bullet (Single installment, on the maturity date) |
| Remuneration | DI + 0.85% | DI + 0.65% |
| Total term and maturity | 10 years (November 15, 2035) | 7 years (November 15, 2032) |
Further information about the debentures of AXIA Energia and AXIA Norte, subject to this Market Announcement, is available in the minutes of the meeting of the Company's Board of Directors held on November 13, 2025, filed at the Company's headquarters and available for consultation on the CVM website (www.gov.br/cvm) and the Company’s website (https://ri.axia.com.br/). Additionally, documents regarding AXIA Norte's debentures can also be consulted on the CVM and AXIA Norte websites (https://www.eletronorte.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: December 15, 2025
| 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.