Eletrobras (EBR) sells 16,376 fractional shares from Eletropar merger

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. (Eletrobras) reports the completion of an auction of fractional shares created by the incorporation of Eletrobras Participações S.A. (Eletropar), which had been approved at an extraordinary general meeting held on April 29, 2025.

Because each Eletropar share was exchanged for 0.8 ordinary Eletrobras shares, some former Eletropar shareholders were left with fractional share amounts. These fractions were grouped into whole shares and sold in an auction at B3 S.A. – Brasil, Bolsa, Balcão.

The auction involved 16,376 ordinary Eletrobras shares sold at an average net price of BRL 45.60247554378 per share. The proceeds will be distributed to former Eletropar shareholders entitled to fractional shares, with unclaimed amounts held for 365 days at Itaú Corretora de Valores S.A. from September 19, 2025.

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FAQ

What did Eletrobras (EBR) announce in this 6-K filing?

Eletrobras announced that it completed an auction of fractional shares resulting from the incorporation of Eletrobras Participações S.A. (Eletropar). The company sold consolidated fractional ordinary shares at B3 S.A., and will distribute the resulting cash proceeds to former Eletropar shareholders entitled to those fractions.

Why were fractional Eletrobras (EBR) shares created from Eletropar?

Fractional shares arose because each Eletropar share was exchanged for 0.8 ordinary Eletrobras shares. This exchange ratio meant some shareholders did not receive whole numbers of shares, creating fractional entitlements that were later consolidated and sold in a single auction at B3 S.A.

How many Eletrobras (EBR) shares were sold in the fractional share auction?

The auction involved the sale of 16,376 ordinary Eletrobras shares. These shares represented the consolidated fractions from multiple former Eletropar shareholders, and were sold in a single event at B3 S.A. – Brasil, Bolsa, Balcão, at a defined average price per share.

What price did Eletrobras (EBR) receive for the auctioned fractional shares?

The ordinary Eletrobras shares were sold at an average price of BRL 45.60247554378 per share, net of applicable fees. This price determines the cash proceeds that will be allocated among former Eletropar shareholders who held fractional entitlements after the share exchange integration.

How and when will former Eletropar shareholders receive proceeds from Eletrobras (EBR)?

Proceeds from the fractional share auction will be distributed to former Eletropar shareholders entitled to those fractions. For shareholders without updated banking details, the amounts will remain available at Itaú Corretora de Valores S.A. for 365 days starting September 19, 2025.

What happens if a former Eletropar shareholder of Eletrobras (EBR) does not update banking details?

If banking details are not updated, the corresponding cash amounts from the auction will be held at Itaú Corretora de Valores S.A., Eletrobras’ depositary agent, for 365 days from September 19, 2025, remaining available for withdrawal during that period.

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 September, 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____

LISTED NYSE EBR & EBR.B Internet: www.eletrobras.com/elb/ri E-mail: ri@eletrobras.com Address: Avenida Graça Aranha, 26 – 16th floor - 20030-900, Centro. Rio de Janeiro - RJ 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. Classificação: Pública Auction of Fractional Shares – Eletropar Incorporation Rio de Janeiro, September 12, 2025 – Centrais Elétricas Brasileiras S/A – Eletrobras, in connection with the incorporation process of Eletrobras Participações S.A. – Eletropar, approved at the Extraordinary General Meeting held on April 29, 2025, informs that an auction of fractional shares was conducted on September 10, 2025, at B3 S.A. – Brasil, Bolsa, Balcão. Considering the established exchange ratio, whereby each Eletropar share corresponded to 0.8 ordinary shares of Eletrobras, certain shareholders became entitled to fractional quantities of shares upon integration into Eletrobras’ shareholder base. As a result, these fractional shares were consolidated into whole shares and sold at an auction held at B3 S.A. The auction involved the sale of 16,376 ordinary shares of Eletrobras at an average price of BRL 45.60247554378 per share, net of applicable fees. The proceeds from the sale of these shares will be distributed to former Eletropar shareholders entitled to fractional shares issued by Eletrobras. For shareholders whose banking details are not duly updated, the respective amounts will remain available at Itaú Corretora de Valores S.A., Eletrobras’ depositary agent, for a period of 365 days, starting from September 19, 2025, when the amounts will be made available. 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: September 12, 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.