AXIA Energia SEC Filings

AXIA Energia reported that its Board of Directors approved the 10th issuance of simple, unsecured, non-convertible debentures, targeting R$ 1.6 billion with an option to increase by up to 25%, which could bring the total to R$ 2.0 billion after the bookbuilding process.

The issuance may be split into up to two tranches, with the first maturing in seven years on July 15, 2033, and repaid in a single payment, and the second maturing in ten years on July 15, 2036, with annual amortizations starting in the eighth year. Indicative yields are capped at the DI rate plus 0.80% per year for the first tranche and DI plus 0.90% per year for the second, with semiannual interest payments. The offering will be a public distribution under Brazil’s automatic registration regime, directed exclusively to professional investors, and at this stage the company is only disclosing the board’s approval rather than making an offer.

AXIA Energia S.A. is undertaking its 9th issue of simple, unsecured debentures in Brazil, initially totaling R$800,000,000.00, with the amount potentially rising to up to R$1,000,000,000.00 through a 25% additional lot option. The debentures are non-convertible, target only professional investors and are automatically registered with the CVM under local rules.

The notes have a 10‑year term, maturing on June 15, 2036, are indexed to the IPCA inflation index and pay semiannual interest at a rate set via bookbuilding, capped by the higher of the NTN‑B 2035 yield or 7.66% per year. Principal is amortized in three annual installments starting in 2034, and proceeds must be used exclusively for a priority energy project within 48 months of the offer’s closing.

Axia Energia S.A. approved the detailed terms for a new 10-year, unsecured debenture issuance targeted at professional investors in Brazil. The debentures are IPCA-indexed, non-convertible into shares, issued in book‑entry form and deposited for primary and secondary trading through B3 systems.

Principal is scheduled to be amortized in three annual installments starting on June 15, 2034, with final maturity on June 15, 2036. Remuneration will be defined in a bookbuilding process and capped by the higher of the IPCA+ Treasury 2035 internal rate of return or 7.66% per year, paid semiannually each June 15 and December 15 beginning December 15, 2026. The board also authorized an additional lot option of up to 200,000 debentures, totaling up to R$ 200,000,000.00, and set out conditions for early redemption, extraordinary amortization, optional acquisition by the company, and events of default, all to be formalized in an issuance deed and distribution agreement.

AXIA Energia S.A. plans a Brazilian public offering of its 9th issue of simple, unsecured debentures, totaling initially R$ 800,000,000.00, with an option to increase by up to R$ 200,000,000.00, for a potential total of R$ 1,000,000,000.00.

The debentures, issued under an automatic registration procedure and without a prospectus, will be offered exclusively to professional investors. Net proceeds are earmarked under Law 12.431 for the Santo Antônio hydroelectric project, which requires an estimated R$ 20,076,000,000.00, with this issue expected to cover about 4.98% of that need.

AXIA Energia S.A. approved its 9th issuance of simple, non-convertible, senior unsecured debentures totaling R$800 million, with an overallotment option of up to 25%, for a potential total of R$1 billion, subject to the Bookbuilding Procedure.

The debentures will form a single 10-year series maturing on June 15, 2036, with semi-annual interest payments and annual principal amortizations starting on June 15, 2034. The yield will be determined in bookbuilding and capped at the greater of NTN-B 2035 or IPCA + 7.66% per year.

The securities benefit from the tax incentive under Law No. 12,431 and will be publicly distributed under an automatic registration procedure, exclusively for professional investors. AXIA notes that the offering has not yet been registered with the CVM and this disclosure only reports board approval.

AXIA Energia S.A. director Pedro Batista de Lima Filho reported that investment vehicles he is associated with completed open-market sales of 460,000 common shares on June 17, 2026 at about $10.16 per share, based on a R$53.40 weighted average price converted at 5.2540 BRL per USD.

The transactions were executed through managed accounts and Brazilian equity funds overseen by Radar Gestora de Recursos Ltda., including entities such as Maliko Investments LLC and several master funds. Filho is a partner of Radar Gestora and receives performance-based compensation, but he and the entities disclaim beneficial ownership except to the extent of their pecuniary interest. After these trades, he reports 51,115 common shares held directly alongside multiple indirect holdings through managed accounts.

AXIA Energia S.A. director Vicente Falconi Campos reported non-market transfers of Class "C" Preferred Shares. He made two bona fide gifts totaling 40,000 shares, giving 10,000 shares on June 15, 2026 and 30,000 shares on June 17, 2026, at a stated price of $0.00 per share.

After the June 15 gift, his directly held Class "C" Preferred Shares were 42,567, and after the June 17 gift they were 12,567. Separate indirect positions remain through investment funds: 573,588 underlying Common Shares via Startours and 980,750 underlying Common Shares via Tuca, with beneficial ownership disclaimed except to the extent of pecuniary interest.

The Class "C" Preferred Shares are automatically convertible into Common Shares on a 1:1 basis over fiscal years 2026–2031, with portions converting each year and the remainder in 2031.

AXIA Energia S.A. approved a partial mandatory redemption of 576,923 Class “C” preferred shares (PNC Shares), equal to about 0.0951% of that class, for a total of R$30,000,000. Each redeemed share will be paid at a Redemption Price of R$52.00, based on the prevailing common share price.

The redemption will occur on July 7, 2026

ADSs representing PNC Shares will also be partially redeemed on a pro rata basis, with 0.0951% of outstanding ADSs cancelled for a cash payment in U.S. dollars after conversion from Brazilian reais, net of fees and taxes. The filing details Brazilian withholding income tax rates for non-resident PNC holders and explains that U.S. ADS holders will generally treat the cash redemption as a taxable disposition for U.S. federal income tax purposes, subject to complex PFIC and foreign tax credit rules.