Eletrobrás (NYSE: EBR) plans PNC voting shares in Novo Mercado migration study

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobrás, through its AXIA Energia brand, reports that it has resumed studies for a potential migration to the Novo Mercado segment of B3, which is reserved for companies that follow the highest corporate governance standards.

The company explains that its Management Proposal submitted on November 27, 2025 for an Extraordinary General Meeting on December 19, 2025 seeks to capitalize profit reserves via bonus issuances of a new class of preferred shares, called PNC. These PNC shares would carry voting rights on a one share, one vote basis and would be temporary, with redemption and/or conversion into common shares by 2031, aligning the capital structure with Novo Mercado principles.

Insights

Equity & Governance Analyst

Eletrobrás is aligning its share structure with Novo Mercado governance standards.

Eletrobrás discloses that AXIA Energia has resumed studies for a potential move to B3’s Novo Mercado, which is designed for companies with the highest governance standards. A key step described is a Management Proposal to capitalize profit reserves via bonus issuances of a new preferred share class, PNC, submitted ahead of an Extraordinary General Meeting on December 19, 2025.

The company states that PNC shares will have voting rights on a one share, one vote basis and will be temporary, with redemption and/or conversion into common shares by 2031. This structure is described as aligned with Novo Mercado principles, which emphasize voting equity among shareholders and simplified capital structures. The actual impact will depend on the Extraordinary General Meeting’s decisions and any subsequent steps in the migration studies.

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

Accepted by SEC EDGAR 11/28/2025 - 06:30 AM Learn about SEC filing dates

FAQ

What did Eletrobrás (EBR) announce in this Form 6-K?

Eletrobrás, through AXIA Energia, announced that it has resumed studies for a potential migration to the Novo Mercado segment of B3, which is intended for companies adopting the highest corporate governance standards.

What is the purpose of the new PNC preferred shares mentioned by Eletrobrás (EBR)?

The company plans a capitalization of profit reserves via bonus issuances of a new preferred share class, PNC. These PNC shares will have voting rights on a one share, one vote basis and are intended to be temporary, with redemption and/or conversion into common shares by 2031.

How is Eletrobrás’s proposal related to Novo Mercado requirements?

Eletrobrás states that the Management Proposal is aligned with the principles of the Novo Mercado, because the temporary PNC shares would carry voting rights (one share, one vote) and are designed to be redeemed or converted into common shares by 2031, supporting a governance structure consistent with that segment.

When is the Extraordinary General Meeting mentioned by Eletrobrás (EBR) scheduled?

The Extraordinary General Meeting is called for December 19, 2025, and will consider the Management Proposal on capitalization of profit reserves through bonus issuances of PNC preferred shares.

Who signed the Eletrobrás (EBR) Form 6-K and in what capacity?

The report was signed by Eduardo Haiama, who is identified as the Vice President of Finance and Investor Relations of Centrais Elétricas Brasileiras S.A. – Eletrobrás.

Does Eletrobrás (EBR) provide any caution about forward-looking statements in this report?

Yes. The company includes a forward-looking statements section noting that estimates and projections involve known and unknown risks and uncertainties related to economic, regulatory, operational, and other factors, and that it does not assume an obligation to update such estimates or projections.

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 November, 2025

Commission File Number 1-34129

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
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____

 

Studies for migration to the Novo Mercado

Rio de Janeiro, November 28, 2025 — AXIA Energia announces that it has resumed studies for a potential migration to the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (B3), a special listing segment intended for companies that adopt the highest standards of corporate governance.

The Management Proposal, submitted on November 27, 2025, regarding the Extraordinary General Meeting called for December 19, 2025, on the capitalization of profit reserves through bonus issuances of a new class of preferred shares (PNC), is aligned with the principles of the Novo Mercado, since the PNC shares will have voting rights (one share, one vote) and will be temporary, with redemption and/or conversion into common shares by 2031.

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: November 28, 2025

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
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.