AXIA Energia SEC Filings

Centrais Elétricas Brasileiras S.A. – Eletrobras approved the conversion of its class A1 and B1 preferred shares (PNA1 and PNB1) into common shares as part of its migration to B3’s Novo Mercado segment. Holders of PNA1 and PNB1 who dissented at the special meetings and held their shares since the close of trading on February 18, 2026 are entitled to appraisal rights.

Dissenting shareholders may redeem all of their PNA1 and/or PNB1 shares at a redemption value of R$ 40.6218599632 per share, calculated from the 2025 financial statements to be considered at the general meeting on April 15, 2026. The appraisal rights exercise period is expected to run until May 4, 2026, with detailed procedures set out for shares held via the bookkeeping agent or B3’s central depository. The company may later convene a meeting to ratify or reconsider the conversion if paying the redemption amount could jeopardize its financial stability, and outlines Brazilian tax treatment, including IRRF withholding of up to 25% for certain non-resident investors.

Eletrobras reports that shareholders approved several major governance and capital-structure changes at an extraordinary general meeting. They authorized management to apply for migration to B3’s Novo Mercado segment and to implement the effective migration once all conditions are met.

Shareholders approved converting PNA1 and PNB1 preferred shares into common shares at a ratio of 1.1 common share for each preferred share, subject to specified suspensive conditions and regulatory consent from ANEEL. They also approved a full amendment and restatement of the bylaws to reflect the preferred-share conversions, update capital information and incorporate Novo Mercado requirements.

The new bylaws set capital at BRL 100,135,201,429.75, divided into common shares, class “C” preferred shares and a special preferred share held by the Federal Government. The bylaws introduce a 10% voting cap per shareholder or group, mandatory tender offers at 30% and 50% control thresholds with significant premiums, and detailed rules for conversion and redemption of class “C” preferred shares between 2026 and 2031. They also formalize Federal Government rights to elect board and Fiscal Council members separately, with those rights tapering and ultimately expiring if its voting stake falls below defined levels.

Eletrobras reports that shareholders approved several major governance and capital-structure changes at an extraordinary general meeting. They authorized management to apply for migration to B3’s Novo Mercado segment and to implement the effective migration once all conditions are met.

Shareholders approved converting PNA1 and PNB1 preferred shares into common shares at a ratio of 1.1 common share for each preferred share, subject to specified suspensive conditions and regulatory consent from ANEEL. They also approved a full amendment and restatement of the bylaws to reflect the preferred-share conversions, update capital information and incorporate Novo Mercado requirements.

The new bylaws set capital at BRL 100,135,201,429.75, divided into common shares, class “C” preferred shares and a special preferred share held by the Federal Government. The bylaws introduce a 10% voting cap per shareholder or group, mandatory tender offers at 30% and 50% control thresholds with significant premiums, and detailed rules for conversion and redemption of class “C” preferred shares between 2026 and 2031. They also formalize Federal Government rights to elect board and Fiscal Council members separately, with those rights tapering and ultimately expiring if its voting stake falls below defined levels.

Centrais Elétricas Brasileiras S.A. – Eletrobras reports that shareholders have approved all items required to advance its planned migration to the Novo Mercado segment of B3. Approvals include converting Class “A1” (PNA1) and Class “B1” (PNB1) preferred shares, authorizing the migration, and amending the bylaws.

PNA1 and PNB1 shareholders who opposed the conversions may exercise withdrawal rights until May 4, 2026. After the company confirms how many shares will be reimbursed, all remaining PNA1 and PNB1 shares will be converted into common shares. The effective migration still depends on B3’s review, approval, and completion of share-conversion procedures. The company states that moving to Novo Mercado is an important step toward a simpler capital structure, higher share liquidity, and stronger corporate governance practices.

Centrais Elétricas Brasileiras S.A. – Eletrobras, which also refers to itself as AXIA Energia, has approved the start of procedures to delist its American Depositary Receipts from the New York Stock Exchange. The company explains that ADRs currently represent only 2.5% of its shareholder base and that it wants to concentrate trading liquidity in a single market.

The company states that its corporate governance, internal controls, and risk management remain robust and are being reinforced by shareholder approval of its migration to the Novo Mercado, a segment of the Brazilian stock exchange focused on higher governance standards. Management reiterates its commitment to shareholder rights, transparency, integrity, and long-term value creation.

Centrais Elétricas Brasileiras S.A. – Eletrobrás reports the results of a special meeting of its Class A1 preferred shareholders. Holders approved converting all PNA1 preferred shares into common shares at a fixed ratio of 1.1 common shares for each 1 PNA1 share.

The proposal was approved by a large majority, with 62.484 votes in favor, 610 against, and 3 abstentions or blanks. The company also reiterates standard forward-looking statement cautions about economic, regulatory, and operating risks that could affect future results.

Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that its class B1 preferred shareholders approved converting all B1 preferred shares (PNB1) into common shares. Each PNB1 share will be converted into 1.1 common shares, under Article 136, paragraph 1 of Brazilian Corporation Law.

The final voting map from the special meeting on April 1, 2026 shows 173,884,487 votes in favor, 61,823 against, and 3,637,765 abstentions or blanks, meaning the proposal was approved by a clear majority of this share class.

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.

Centrais Elétricas Brasileiras S.A. – Eletrobras reported the results of a special digital meeting of holders of its class “B1” preferred shares. Shareholders approved converting all PNB1 preferred shares into common shares at a ratio of 1.1 common share for each 1 PNB1 share.

The meeting had holders representing 65.41% of PNB1 shares with voting rights. The conversion was approved by 173,884,487 votes in favor, 61,823 against and 3,637,765 abstentions or blank votes. The approval becomes effective only if also approved at an Extraordinary General Meeting and after satisfaction of conditions set out in related documentation.

Brazilian Electric Power Co executive Rodrigo Limp Nascimento reported a tax-related share disposition linked to RSU vesting. On March 30, 2026, the company withheld 12,403 common shares to cover withholding taxes when fifty percent of his restricted stock units vested. After this non-market, tax-withholding transaction, he directly held 135,775 common shares, RSUs, and vested units in total, reflecting a routine compensation and tax event rather than an open-market sale.

Brazilian Electric Power Co executive Rodrigo Limp Nascimento reported a tax-related share disposition linked to RSU vesting. On March 30, 2026, the company withheld 12,403 common shares to cover withholding taxes when fifty percent of his restricted stock units vested. After this non-market, tax-withholding transaction, he directly held 135,775 common shares, RSUs, and vested units in total, reflecting a routine compensation and tax event rather than an open-market sale.

Brazilian Electric Power Co executive Camila Gualda Sampaio Araujo reported a tax-related share disposition tied to RSU vesting. On the vesting of restricted stock units, 8,269 common shares were withheld by the company to cover applicable withholding taxes rather than sold on the market.

Each restricted stock unit is economically equivalent to one common share and is settled in shares on a 1:1 basis under the company’s restricted share based compensation program for executive officers. After this tax-withholding event, the executive’s combined position in vested RSUs (net of tax), unvested RSUs, and common shares totals 103,652 units.

Brazilian Electric Power Co executive Camila Gualda Sampaio Araujo reported a tax-related share disposition tied to RSU vesting. On the vesting of restricted stock units, 8,269 common shares were withheld by the company to cover applicable withholding taxes rather than sold on the market.

Each restricted stock unit is economically equivalent to one common share and is settled in shares on a 1:1 basis under the company’s restricted share based compensation program for executive officers. After this tax-withholding event, the executive’s combined position in vested RSUs (net of tax), unvested RSUs, and common shares totals 103,652 units.