[6-K] BRAZILIAN ELECTRIC POWER CO Current Report (Foreign Issuer)
Centrais Elétricas Brasileiras S.A. – Eletrobras explains the appraisal rights available to certain preferred shareholders in connection with its proposed migration to the Novo Mercado segment of B3.
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. – Eletrobras explains the appraisal rights available to certain preferred shareholders in connection with its proposed migration to the Novo Mercado segment of B3. If the conversion of Class A1 (PNA1) and/or Class B1 (PNB1) preferred shares is approved, holders of these shares who do not vote in favor at the respective Special Shareholders’ Meetings may request reimbursement under Brazilian Corporations Law.
These dissenting shareholders will be entitled to receive the book value per share based on the 2025 financial statements, set at BRL 40.6218599632 per share, for all PNA1 and/or PNB1 shares held at the close of trading on February 18, 2026, provided the shares are held continuously until the exercise date. The appraisal right can be exercised for 30 days starting from the publication of the minutes of the relevant shareholders’ meeting, and additional details are available in the meeting call notices on the company and CVM websites.
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Insights
Eletrobras outlines cash exit rights for dissenting preferred holders tied to Novo Mercado migration.
Eletrobras is detailing how Class A1 (PNA1) and Class B1 (PNB1) preferred shareholders can exit at book value if they oppose the planned conversion linked to the Novo Mercado listing. The reimbursement price is set at BRL 40.6218599632 per share, calculated from the financial statements for the year ended 2025.
The mechanics are tightly defined: only holders of PNA1 and PNB1 shares outstanding at the close of trading on February 18, 2026 qualify, and they must keep these shares continuously until they exercise the right. The 30-day exercise window starts after publication of the shareholders’ meeting minutes, so the effective availability of the cash-out option depends on that timing. Further specifics, including any procedural steps, are referenced in the formal call notices on the company and CVM websites.
FAQ
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How is Eletrobras’ (AXIA) Novo Mercado migration linked to the appraisal right?
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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 March, 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____
Appraisal Right of Class A1 and Class B1 Preferred Shares
Rio de Janeiro, March 2, 2026, Centrais Elétricas Brasileiras S/A - Eletrobras (“Company” and “AXIA Energia”), further to the material fact disclosed on February 18, 2026 regarding the proposed migration of the Company to the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão, hereby informs that, should the conversion of the Class “A1” preferred shares (“PNA1”) and/or the Class “B1” preferred shares (“PNB1”), as applicable, be approved, shareholders holding PNA1 and/or PNB1 shares who do not vote in favor at the respective Special Shareholders’ Meetings, whether by voting against, abstaining, or failing to attend, may exercise their appraisal right, pursuant to Article 137 of Law No. 6,404/1976 (Brazilian Corporations Law).
In such cases, shareholders will be entitled to reimbursement at the book value per share calculated based on the financial statements for the fiscal year ended 2025, corresponding to BRL 40.6218599632 per share.
The Company further informs that dissenting PNA1 and/or PNB1 shareholders may exercise the appraisal right with respect to all shares held as of the close of trading on February 18, 2026, provided that such shares have been held continuously through the date of exercise. The period for exercising the appraisal right is 30 days as from the publication of the minutes of the relevant shareholders’ meeting.
Additional information regarding AXIA Energia’s proposed migration to the Novo Mercado segment, including details on the appraisal right, is available in the call notices for the Extraordinary General Meeting and the Special Shareholders’ Meetings, available on the websites of the Company and the Comissão de Valores Mobiliários.
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: March 2, 2026
| CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS | ||
| 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.