AXIA Energia to sell 49% stakes in transmission SPEs

AXIA Energia S.A. agreed to sell its entire 49% minority stakes in four electric power transmission special purpose entities to GEBBRAS Participações Ltda. for BRL 451.5 million.

Rhea-AI Filing Summary

AXIA Energia S.A. agreed to sell its entire 49% minority stakes in four electric power transmission special purpose entities to GEBBRAS Participações Ltda. for BRL 451.5 million.

The divested SPEs operate about 1,086 km of transmission lines with concession terms running between 2039 and 2040. For 2027, the assets are estimated to generate net revenue of BRL 218 million and EBITDA of BRL 176 million, with net debt projected at BRL 414 million in 2025. The company states that this transaction supports its strategic focus on optimizing minority interests, maintaining capital discipline, and simplifying its corporate structure.

Insights

Equity & infrastructure analyst

AXIA Energia monetizes minority grid assets, boosting cash while exiting non‑control stakes.

AXIA Energia is selling its 49% minority holdings in four transmission SPEs to GEBBRAS for BRL 451.5 million. These assets are projected to deliver 2027 net revenue of BRL 218 million and EBITDA of BRL 176 million, with net debt of BRL 414 million in 2025.

The divestment converts a minority, non‑controlling position into immediate cash, while the buyer assumes leverage tied to the assets. Management frames the move as consistent with its Strategic Plan, emphasizing optimization of minority interests, capital discipline, and corporate simplification.

Because the assets’ concessions extend between 2039 and 2040, the sale trades long-dated, regulated cash flows for near‑term liquidity. The ultimate impact will depend on how AXIA Energia reallocates the BRL 451.5 million, which is not detailed in the disclosed text.

Key Figures

Sale proceeds: BRL 451.5 million Estimated net revenue: BRL 218 million Estimated EBITDA: BRL 176 million +3 more

6 metrics

Sale proceeds BRL 451.5 million Cash AXIA Energia will receive for 49% stakes in SPEs

Estimated net revenue BRL 218 million Estimated 2027 net revenue of divested SPEs

Estimated EBITDA BRL 176 million Estimated 2027 EBITDA of divested SPEs

Net debt BRL 414 million Net debt of SPEs in 2025

Transmission line length 1,086 km Total length of transmission lines in divested SPEs

Concession term Between 2039 and 2040 Expiry range for transmission concessions

Key Terms

Share Purchase Agreement, special purpose entities, EBITDA, forward-looking statements, +1 more

5 terms

Share Purchase Agreement financial

"it has entered into a Share Purchase Agreement with GEBBRAS Participações Ltda."

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

special purpose entities financial

"minority interests held by the Company in electric power transmission special purpose entities (SPEs)."

A special purpose entity is a separate, narrowly focused company set up to hold specific assets, liabilities or transactions while keeping them legally distinct from the parent firm — think of it as a sealed box for particular deals. For investors it matters because these entities can isolate risk or move assets off a company’s main books, which affects how safe, transparent and valuable the parent company’s finances really are.

EBITDA financial

"Estimated EBITDA 2027¹² | Net debt 2025"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

forward-looking statements regulatory

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

Strategic Plan financial

"as provided for in its Strategic Plan"

A strategic plan is a company's roadmap that sets long-term goals, priorities, and the actions and resources needed to reach them. For investors it matters because the plan shows management’s priorities and how the business intends to grow, cut costs, or handle risks—like a household budget that reveals where money will be spent and whether financial targets are realistic—helping assess future profit potential and execution risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did AXIA Energia (EBR) announce in this 6-K filing?

AXIA Energia announced a Share Purchase Agreement with GEBBRAS to sell its entire 49% minority stakes in four electric power transmission special purpose entities, converting non-controlling infrastructure holdings into cash while exiting these specific Brazilian transmission assets.

How much cash will AXIA Energia (EBR) receive from the transmission asset sale?

AXIA Energia will receive BRL 451.5 million from selling its 49% stakes in the transmission SPEs to GEBBRAS. This consideration reflects the value of long-term, regulated transmission assets and provides immediate liquidity to support the company’s stated capital discipline objectives.

Which transmission assets are included in AXIA Energia’s divestment to GEBBRAS?

The divestment covers AXIA Energia’s 49% interests in Goiás Transmissão, MGE Transmissão, Transenergia Renovável, and Transenergia São Paulo. Their lines span roughly 1,086 km across Brazilian states including Goiás, Minas Gerais, Espírito Santo, Mato Grosso, Mato Grosso do Sul, and São Paulo.

What are the key financial estimates for the AXIA Energia transmission SPEs being sold?

For 2027, the divested SPEs are estimated to generate BRL 218 million in net revenue and BRL 176 million in EBITDA, with net debt projected at BRL 414 million in 2025. These figures highlight the scale of the long-dated transmission concessions involved.

How long do the transmission concessions sold by AXIA Energia run?

The transmission concessions associated with the divested SPEs run until between 2039 and 2040. This means AXIA Energia is selling exposure to long-duration, regulated electricity transmission revenues in exchange for immediate proceeds from GEBBRAS.

How does this divestment fit AXIA Energia’s stated strategy?

AXIA Energia states that the divestment reinforces its Strategic Plan by optimizing minority interests, supporting capital discipline, and simplifying its corporate structure. The sale shifts the company away from non-controlling transmission stakes toward a more streamlined portfolio focus.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/04/2026 - 08:24 AM Learn about SEC filing dates

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 May, 2026

Commission File Number 1-34129

AXIA Energia S.A.

(Exact name of registrant as specified in its charter)

AXIA Energia S.A.

(Translation of Registrant's name into English)

Avenida Graça Aranha, 26
Centro, CEP 20030-900
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____

 

Divestment of minority stake to GEBBRAS

Rio de Janeiro, May 4, 2026, AXIA Energia S.A. (“Company” and “AXIA Energia”) hereby informs that it has entered into a Share Purchase Agreement with GEBBRAS Participações Ltda. (“GEBBRAS”), involving the sale of all 49% minority interests held by the Company in electric power transmission special purpose entities (SPEs).

The divested interests relate to the following SPEs: Goiás Transmissão S.A., MGE Transmissão S.A., Transenergia Renovável S.A., and Transenergia São Paulo S.A., whose transmission assets are in the states of Goiás, Minas Gerais, Espírito Santo, Mato Grosso, Mato Grosso do Sul, and São Paulo, respectively.

 

Transmission line length	Concession term	Estimated net revenue 2027¹²	Estimated EBITDA 2027¹²	Net debt 2025
~1,086 km	Between 2039 and 2040	BRL 218 million	BRL 176 million	BRL 414 million

AXIA Energia will receive BRL 451.5 million from the sale of its stake in the SPEs.

The completion of the transaction is subject to customary market conditions precedent and adjustments and reinforces AXIA Energia’s commitment to the optimization of minority interests, capital discipline, and the simplification of its corporate structure, as provided for in its Strategic Plan

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: May 4, 2026

AXIA Energia S.A.
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.