AXIA Energia completes Três Irmãos acquisition

AXIA Energia S.A. completed the acquisition of 100% of the shares in Juno Participações e Investimentos S.A., which controls 50.1% of Tijoá Energia, for BRL 256 million after adjustments.

Rhea-AI Filing Summary

AXIA Energia S.A. completed the acquisition of 100% of the shares in Juno Participações e Investimentos S.A., which controls 50.1% of Tijoá Energia, for BRL 256 million after adjustments. This consolidates full ownership of the Três Irmãos hydroelectric power plant.

The Três Irmãos plant in Andradina, São Paulo has installed capacity of 808 MW, 2025 revenue of R$ 328 million, 2025 EBITDA of R$ 145 million, and a 2025 cash position of R$ 39 million, under a quota concession regime running until 2044. Existing civil structures allow installation of three additional generating units, supporting potential future expansion. The company states that the deal aligns with its strategic plan focused on portfolio optimization, capital allocation, risk mitigation, and simplifying its corporate structure.

Insights

Infrastructure & utilities analyst

AXIA consolidates a major hydro asset with expansion potential.

AXIA Energia has taken full control of the Três Irmãos hydroelectric plant by acquiring 100% of Juno, which holds 50.1% of Tijoá Energia, for BRL 256 million. The plant generated 2025 revenue of R$ 328 million and EBITDA of R$ 145 million, indicating a sizeable operating asset.

The concession runs to 2044 under a quota regime, giving long-duration visibility on the asset’s framework. The plant’s existing civil structures for three additional generating units create a defined path for capacity expansion, though timing and cost are not disclosed in this text.

The company frames the deal as aligned with its strategic plan, emphasizing portfolio optimization, capital allocation, risk mitigation, and corporate simplification. Subsequent disclosures in company reports may provide more detail on integration progress, capital spending for expansion, and the asset’s contribution to consolidated financial results.

Key Figures

Acquisition price: BRL 256 million Installed capacity: 808 MW 2025 revenue: R$ 328 million +4 more

7 metrics

Acquisition price BRL 256 million Paid to acquire 100% of Juno Participações e Investimentos S.A.

Installed capacity 808 MW Três Irmãos hydroelectric plant capacity in Andradina-SP

2025 revenue R$ 328 million Três Irmãos hydroelectric plant revenue for 2025

2025 EBITDA R$ 145 million Três Irmãos hydroelectric plant EBITDA for 2025

2025 cash position R$ 39 million Três Irmãos hydroelectric plant cash position in 2025

Concession term 2044 Concession expiry year for Três Irmãos under quota regime

Controlling stake via Juno 50.1% Juno’s ownership in Tijoá Energia, controlling Três Irmãos

Key Terms

EBITDA, concession regime, quota concession, forward-looking statements, +2 more

6 terms

EBITDA financial

"2025 EBITDA (R$ million) 2025 cash position (R$ million)"

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.

concession regime regulatory

"Concession regime Concession term Andradina-SP 808 328 145 39 Quotas 2044"

quota concession regulatory

"Concession regime Concession term Andradina-SP 808 328 145 39 Quotas 2044"

forward-looking statements regulatory

"This document may contain estimates and projections ... and may constitute forward-looking statements under Section 27A"

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.

portfolio optimization financial

"aligned with AXIA Energia’s Strategic Plan, reinforcing its commitment to portfolio optimization and capital allocation"

Portfolio optimization is the process of arranging and adjusting an investment collection to achieve the best possible balance between potential returns and risk. It’s like fine-tuning a recipe to get the most flavor with the least unwanted ingredients, helping investors make smarter choices about how to allocate their money to meet their financial goals efficiently.

capital allocation financial

"reinforcing its commitment to portfolio optimization and capital allocation, with a focus on value creation"

Capital allocation is the process of deciding how a company or individual uses their money to grow, pay bills, save, or invest. It matters because good decisions can help build wealth and ensure resources are used wisely, while poor choices can limit growth or cause financial problems. Think of it like managing your allowance—deciding whether to spend, save, or invest to meet your goals.

FAQ

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

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

AXIA Energia completed the acquisition of 100% of the shares in Juno Participações e Investimentos S.A. for BRL 256 million, consolidating full control of the Três Irmãos hydroelectric power plant through Juno’s 50.1% stake in Tijoá Energia.

How much did AXIA Energia (EBR) pay to consolidate Três Irmãos?

The company paid BRL 256 million, after adjustments and updates, to acquire all shares in Juno Participações e Investimentos S.A. from Triunfo Participações e Investimentos S.A. and Mercúrio Participações e Investimentos S.A., thereby consolidating the Três Irmãos hydroelectric asset.

What are the key operating metrics of the Três Irmãos hydro plant for 2025?

For 2025, Três Irmãos reported installed capacity of 808 MW, revenue of R$ 328 million, EBITDA of R$ 145 million, and a cash position of R$ 39 million. These figures describe the plant’s scale and earnings profile within AXIA Energia’s portfolio.

When does the Três Irmãos concession held by AXIA Energia (EBR) expire?

The Três Irmãos hydroelectric plant operates under a quota concession regime with a concession term running until 2044. This provides a long contractual horizon for the asset within AXIA Energia’s generation portfolio, subject to prevailing regulations and concession conditions.

Does the Três Irmãos plant have room for expansion under AXIA Energia?

Yes. The plant already has civil structures in place for three additional generating units, allowing potential future expansion of its installed capacity. The document does not specify timing or investment amounts for this expansion, only that the physical foundations exist.

How does AXIA Energia (EBR) describe the strategic rationale for this deal?

AXIA Energia states the transaction aligns with its Strategic Plan, emphasizing portfolio optimization, disciplined capital allocation, risk mitigation, and simplification of its corporate structure. These points frame full consolidation of Três Irmãos as a strategic repositioning within its generation portfolio.

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

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

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Accepted by SEC EDGAR 06/02/2026 - 04:25 PM 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 June, 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____

 AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brazil │20030-900 Closing of the transaction and consolidation of the Três Irmãos hydroelectric power plant Rio de Janeiro, June 2, 2026 - AXIA Energia S.A. (“Company” or “AXIA Energia”), in continuation the material fact disclosed on October 29, 2025, and after fulfillment of the conditions precedent, the Company hereby informs that it has completed, on this date, the acquisition of 100% of the shares held by Triunfo Participações e Investimentos S.A. and Mercúrio Participações e Investimentos S.A. in Juno Participações e Investimentos S.A., the controlling shareholder (50.1%) of Tijoá Energia, for an amount of BRL 256 million, after adjustments and updates. Upon closing of the transaction, AXIA Energia now consolidates 100% of the Três Irmãos hydroelectric power plant, which has the following characteristics: Location Installed capacity (MW) 2025 Revenue (R$ million) 2025 EBITDA (R$ million) 2025 cash position (R$ million) Concession regime Concession term Andradina-SP 808 328 145 39 Quotas 2044 The power plant also has civil structures already in place for the installation of three additional generating units, enabling a future expansion of its installed capacity. The transaction is aligned with AXIA Energia’s Strategic Plan, reinforcing its commitment to portfolio optimization and capital allocation, with a focus on value creation, risk mitigation, and the simplification of its corporate structure. Eduardo Haiama Vice President of Finance and Investor Relations (1) Considering the future merger of Juno Participações e Investimentos S.A. and Tijoá Energia, the Três Irmãos Hydroelectric Power Plant will become an asset 100% controlled by AXIA Energia.

 

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: June 2, 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.