AXIA Energia SEC Filings

AXIA Energia S.A. reports the closing of a Brazilian public offering of 1,000,000 simple, unsecured, non-convertible debentures in a single series, each with a nominal value of R$ 1,000.00, totaling R$ 1,000,000,000.00.

The debentures, rated “brAAA” by Standard & Poor’s on June 30, 2026, were distributed under the Brazilian automatic registration procedure and targeted professional investors. Proceeds must be used exclusively to fund or reimburse expenses related to the Santo Antônio hydroelectric project.

The Santo Antônio HPP project, in operation since March 2012, has an estimated total funding need of R$ 20,076,000,000.00, with this issuance expected to cover about 4.98% of that amount. AXIA highlights social, environmental and local development benefits linked to the project.

AXIA Energia S.A. executive de Meirelles Wolff Elio Gil reported an “other” Form 4 transaction involving the company’s Class “C” preferred shares. Three preferred shares were mandatorily redeemed for cash at a redemption price of 52.00 Brazilian reals per share, equivalent to about $9.90 using the stated exchange rate.

These preferred shares, referred to as PNC Shares, are generally structured to convert into common shares on a 1:1 basis over fiscal years 2026 through 2031 unless redeemed earlier under the bylaws. After this small redemption, the reporting person directly holds 3,399 Class “C” preferred shares.

AXIA Energia S.A. officer Limp Nascimento Rodrigo reported a mandatory corporate action involving Class "C" preferred shares. The company mandatorily redeemed 7 PNC Shares for cash under its bylaws, at a redemption price of BRL 52.00 per share, equivalent to about $9.90 using a BRL 5.2540 per USD exchange rate. Following this restructuring transaction, the reporting person now holds 7,909 Class "C" preferred shares.

AXIA Energia S.A. reported that funds managed by Radar Gestora and associated with director Pedro Batista de Lima Filho executed open-market sales of a total of 255,800 common shares on July 3, 2026, in two trades of 61,900 and 193,900 shares.

The sales were made at a weighted average price of 54.55 Brazilian reals (BRL) per share, equivalent to about $10.38 per share using a 5.2540 BRL per USD exchange rate. After these transactions, one managed account held 4,535,519 shares and another held 14,295,619 shares.

Filho also reported 51,115 shares held directly and additional indirect holdings through other Radar Gestora–managed vehicles, while he and the related entities each disclaim beneficial ownership except to the extent of their pecuniary interest.

AXIA Energia S.A. director Corso Matte Ana Silvia bought additional shares in the company. The filing shows an open-market purchase of 500 Class "C" preferred shares at a price of $10.09 per share, increasing the director's direct holdings to 5,795 Class "C" preferred shares.

These preferred shares are automatically convertible into Common Shares on a 1:1 basis under the company’s bylaws, with portions converting each fiscal year from 2026 through 2030 and all remaining shares converting in 2031, assuming they are not mandatorily redeemed earlier.

AXIA Energia S.A. director-related managed accounts reported a mix of open-market buys and sells in common and Class "C" preferred shares on July 1, 2026, resulting in a net sale of 437,400 shares.

The transactions were executed through entities such as Maliko, Manuka, Tucurui, Xingo, Radar and Infrad, all managed by Radar Gestora de Recursos Ltda., where Pedro Batista de Lima Filho is a partner. He and these entities may be deemed to indirectly beneficially own the securities but each disclaims beneficial ownership beyond their pecuniary interest.

Reported U.S. dollar prices reflect weighted-average prices originally in Brazilian reais, converted using a rate of 5.2540 BRL per USD as of March 31, 2026, with brokerage commissions and execution costs excluded.

Axia Energia S.A. is starting a public offering of 1,000,000 simple, unsecured, non-convertible debentures, each with a nominal value of R$ 1,000.00, totaling R$ 1,000,000,000.00, under Brazil’s automatic registration procedure for professional investors.

The debentures received a final issue risk rating of “brAAA” from Standard & Poor’s Ratings do Brasil Ltda. on June 30, 2026. Proceeds must be used exclusively to finance or reimburse capital expenditures for the Santo Antônio hydroelectric plant project, which has an estimated total funding need of R$ 20,076,000,000.00.

The offer was automatically registered by the Brazilian Securities and Exchange Commission on July 2, 2026 and follows a bookbuilding process and distribution schedule coordinated by BTG Pactual Investment Banking and XP Investimentos. No prospectus or offer information sheet is required because the offer targets only professional investors.

AXIA Energia S.A. executed a first amendment to the issuance deed for its 9th simple debenture issue, formalizing the results of the bookbuilding process. The total issue amount was set at R$ 1,000,000,000.00, represented by 1,000,000 debentures in a single series.

The debentures will accrue fixed annual interest of 8.0036%, calculated on a 252-business-day basis, with detailed formulas for remuneration. The amendment also defines conditions and pricing formulas for optional early redemption and optional special amortization, both linked to Brazil’s IPCA+ Treasury bond rates and premium factors of -0.4000.

AXIA Energia S.A. plans to voluntarily delist all of its common and class C preferred American Depositary Shares from the New York Stock Exchange and withdraw their registration under Section 12(b) of the Exchange Act. This moves the securities off a major U.S. exchange.

After the delisting becomes effective, the company’s shares will remain listed on Brazil’s B3, which will continue as its primary trading venue. The ADSs are expected to keep trading in the United States on the over-the-counter market through a Level 1 sponsored ADR program with Citibank, N.A. The company states that ADS holders do not need to take any action at this time.