Eletrobrás (AXIA) wins approval for Novo Mercado migration and share conversions

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobrás reported the results of an extraordinary general meeting that approved migrating its shares to B3’s Novo Mercado segment and related corporate changes. Shareholders backed converting all PNA1 and PNB1 preferred shares into common shares at a 1.1-to-1 ratio, subject to separate class approvals and B3’s authorization.

They also approved amendments to the bylaws reflecting the conversions, updated capital stock and provisions required by Novo Mercado rules, subject to ANEEL’s prior consent. Management was authorized to take all necessary actions to implement the migration.

Insights

Latin America utilities & governance analyst

Eletrobrás advances to Novo Mercado with unified share structure.

Eletrobrás obtained shareholder approval to seek listing on B3’s Novo Mercado and convert PNA1 and PNB1 preferred shares into common shares at a 1.1-to-1 ratio. This points to a move toward a single, voting share class aligned with Novo Mercado governance standards.

The corporate steps remain conditional on separate class meetings, B3 authorization and ANEEL’s prior consent, so execution depends on these approvals. Approved bylaw amendments will update capital stock figures and embed Novo Mercado requirements once conversions are effective.

For investors, the key elements are the approved conversion ratios, the strong voting support levels, and the authorization for management to implement the migration. Subsequent company communications and regulatory decisions will clarify the effective dates and final structure.

Key Figures

Novo Mercado migration votes for: 1,127,515,375 votes PNA1 conversion votes for: 1,123,908,482 votes PNB1 conversion votes for: 1,123,910,817 votes +4 more

7 metrics

Novo Mercado migration votes for 1,127,515,375 votes For migration to B3’s Novo Mercado segment (item 1)

PNA1 conversion votes for 1,123,908,482 votes For converting all PNA1 shares at 1.1 ON per PNA1

PNB1 conversion votes for 1,123,910,817 votes For converting all PNB1 shares at 1.1 ON per PNB1

Bylaws amendment votes for 1,124,044,970 votes For full amendment and consolidation of bylaws (item 4)

Implementation authority votes for 1,134,441,237 votes For authorizing management to implement Novo Mercado migration (item 6)

PNA1 conversion ratio 1.1 common per 1 PNA1 Conversion ratio for class A1 preferred shares

PNB1 conversion ratio 1.1 common per 1 PNB1 Conversion ratio for class B1 preferred shares

Key Terms

Novo Mercado, preferred shares, Bylaws, ANEEL, +2 more

6 terms

Novo Mercado financial

"admission, even if on a conditional basis, to the NovoMercado special listing segment"

preferred shares financial

"conversion of all class A1 preferred shares issued by theCompany (PNA1 and PNA1 Conversion"

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.

Bylaws regulatory

"full amendment and consolidation of the CompanysBylaws to provide for"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

ANEEL regulatory

"Subject to the approval and effectiveness of the PN Conversions and the prior consent ofANEEL"

forward-looking statements regulatory

"This document may contain estimates and projections that ... 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.

Brazilian Corporations Law regulatory

"pursuant to article 136, paragraph 1 of theBrazilian Corporations Law (AGESP PNA1)"

A set of legal rules that governs how corporations are formed, run, and wound down in Brazil, covering board duties, shareholder rights, financial reporting, takeovers and mergers. Think of it as the rulebook that tells public and private companies how to behave and what information they must share; investors use it to assess governance quality, legal protections for shareholders and the reliability of a company’s disclosures, all of which affect risk and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Eletrobrás (AXIA) shareholders approve regarding migration to Novo Mercado?

Shareholders approved authorizing management to apply for Eletrobrás’ admission to B3’s Novo Mercado segment and trading of its shares there. The resolution received 1,127,515,375 votes in favor, 82,996 against, and 45,155,727 abstentions, indicating broad support for the migration plan.

How will Eletrobrás (AXIA) convert its PNA1 preferred shares?

The meeting approved converting all PNA1 preferred shares into common shares at a 1.1-to-1 ratio. Effectiveness depends on PNA1 holder approval in a special meeting, approval of the PNB1 conversion, and B3’s authorization for the Novo Mercado migration, aligning classes with Novo Mercado rules.

What is the approved conversion for Eletrobrás (AXIA) PNB1 preferred shares?

Shareholders approved converting all PNB1 preferred shares into common shares at a 1.1-to-1 ratio. This PNB1 conversion becomes effective only after approval at a special PNB1 shareholders’ meeting and B3’s authorization for the Novo Mercado migration, integrating preferred shares into a common class.

What bylaw changes did Eletrobrás (AXIA) shareholders approve?

Subject to preferred share conversions and ANEEL’s consent, shareholders approved fully amending and consolidating the bylaws. Changes will update capital stock, reflect the preferred share conversions’ results, and include provisions required by B3’s Novo Mercado Regulation, aligning governance with the new listing segment.

What authority did Eletrobrás (AXIA) management receive to implement the migration?

Shareholders authorized management to take all necessary actions to implement the effective migration to Novo Mercado. This resolution received 1,134,441,237 votes for, 34,703 against, and 38,278,158 abstentions, enabling the company’s officers to carry out operational and regulatory steps once conditions are fulfilled.

What forward-looking statement cautions does Eletrobrás (AXIA) provide?

The company notes some statements are forward-looking, based on management expectations and subject to economic, regulatory, market, hydrological, and financing risks. It highlights uncertainties like interest rates, inflation, rainfall, regulations, and indebtedness, and states it assumes no obligation to update these estimates as events evolve.

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____

 F C A Resolutions For Against Abstain and Blanks Deliberation 1 The Management Proposal for the authorization for the Company’s management to submit toB3 an application for the Company’s admission, even if on a conditional basis, to the NovoMercado special listing segment and for the Company’s shares to be admitted to trading on suchsegment (“Migration to Novo Mercado”). 1.127.515.375 82.996 45.155.727 Approved by the majority Resolutions For Against Abstain and Blanks Deliberation 2 The Management Proposal for the conversion of all class A1 preferred shares issued by theCompany (PNA1 and PNA1 Conversion, respectively), at a ratio of 1.1 common share (ON) foreach 1 PNA1 share, the effectiveness of which shall be subject to the fulfillment of the followingconditions precedent (Conditions Precedent - PNA1): a. approval of the PNA1 Conversion at aspecial meeting of shareholders holding PNA1, pursuant to article 136, paragraph 1 of theBrazilian Corporations Law (AGESP PNA1); b. approval of the PNB1 Conversion (as defined initem (3) below); and c. authorization by B3 for the Migration to Novo Mercado 1.123.908.482 3.431.812 45.413.804 Approved by the majority Resolutions For Against Abstain and Blanks Deliberation 3 The Management Proposal for the conversion of all class B1 preferred shares issued by theCompany (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 whichshall 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. 1.123.910.817 3.428.557 45.414.724 Approved by the majority Resolutions For Against Abstain and Blanks Deliberation 4 Subject to the approval and effectiveness of the PN Conversions and the prior consent ofANEEL, the Management Proposal for the full amendment and consolidation of the CompanysBylaws 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 B3s NovoMercado Regulation (Novo Mercado Regulation). 1.124.044.970 3.519.117 45.190.011 Approved by qualified majority Resolutions For Against Abstain and Blanks Deliberation 5 Subject to the approval and effectiveness of the PNB1 Conversion, the non-approval of thePNA1 Conversion at the AGESP PNA1, and the prior consent of ANEEL, the ManagementProposal for the full amendment and consolidation of the Companys Bylaws to provide for: (v.1)the update of the amount and composition of the capital stock; (v.2) the result of the PNB1Conversion; (v.3) the granting of full voting rights to the PNA1 shares; and (v.4) the inclusion of theprovisions required by the Novo Mercado Regulation. Agenda item removed Resolutions For Against Abstain and Blanks Deliberation 6 The Management Proposal for the authorization for the Company’s management to take allnecessary actions to implement the effective Migration to Novo Mercado. 1.134.441.237 34.703 38.278.158 Approved by the majority CNPJ: 00.001.180/0001-26 CENTRAIS ELÉTRICAS BRASILEIRAS FINAL VOTING MAP Extraordinary General Meeting held on 04.01.2026 # Classificação: Pública 1

 

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.