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 December, 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____
1
MINUTES OF THE FIVE HUNDRED AND EIGHTY-SIXTH
MEETING OF THE FISCAL COUNCIL OF AXIA ENERGIA
MINUTES OF THE FIVE HUNDRED AND EIGHTY-SIXTH
MEETING OF THE FISCAL COUNCIL
OF CENTRAIS ELÉTRICAS BRASILEIRAS S/A – ELETROBRAS (“AXIA ENERGIA”)
| 1. | DATE, TIME AND PLACE:
Extraordinary meeting held on December 8, 2025, via electronic decision-making system, through the digital platform Atlas Governance Portal. |
| 2. | NOTICE: Issued by e-mail
on December 3, 2025. The documents for this meeting were made available on the Atlas Governance Portal. |
| 3. | ATTENDANCE: The following
members attended the 586th meeting of the Fiscal Council of Axia Energia (“Company” or “Axia”): Mr. Chairman GISOMAR
F. DE BITTENCOURT MARINHO, serving as Chairman and Fiscal Council Member, and, also attending the meeting in their capacity as Council
Members, Mr. CARLOS EDUARDO TEIXEIRA TAVEIROS, Mr. JOSÉ RAIMUNDO DOS SANTOS, Mr. DENILVO MORAIS, and Ms. CRISTINA FONTES DOHERTY.
Accordingly, quorum was 100%. Ms. ANA PAULA SOARES GOMES (APG) and Ms. ANA LUIZA CURSINO PINTO DOS SANTOS (ALC) were appointed to act
as secretaries of the meeting. |
| 4. | AGENDA: Pursuant to
Article 166, paragraph 2, of the Brazilian Law No. 6,404, of December 15, 1976 ("Brazilian Corporate Law"), the Fiscal Council
examined the proposal of the Company’s Management to increase the Company’s capital stock, within the limit of the authorized
capital, pursuant to the caput of Article 5 of the Bylaws, through the capitalization of a portion of the balances recorded in the Company’s
Profit Reserves accounts, in the amount of R$30,000,000,024.48 (thirty billion, twenty-four reais and forty-eight centavos) ("Capitalization"),
with the consequent issuance and delivery to the Company's shareholders of 606,796,117 (six hundred and six million, seven hundred and
ninety-six thousand, one hundred and seventeen) preferred shares, designated as class ‘C’, registered, book-entry and without
par value, convertible into common shares and redeemable ("PNC"), as a bonus issue, pursuant to article 169 of the Brazilian
Corporate Law ("Bonus Issue"). It was hereby stated that the effectiveness of the Capitalization and Bonus Issue is subject
to the full approval of the matters included in the Agenda of the Extraordinary General Meeting to be held on December 19, 2025 ("EGM"). |
| 5. | RESOLUTION: After reviewing
and discussing the matter on the agenda, and considering that the Fiscal Council members were granted prior access to the same materials
made available to the Board of Directors, the Fiscal Council states that it is not aware of any information or event that would prevent
the proposed Capitalization and Bonus Issue, formulated by the Executive Board and approved by the Board of Directors, from being submitted
to the EMG called for this purpose. Accordingly, the Fiscal Council, by unanimous vote of the members present, expresses a favorable opinion
on the Company’s proposed Capitalization, as formulated by the Executive Board and already approved by the Board of Directors, the
effectiveness of which is subject to the full approval of the matters included in the agenda of the EGM. |
| 6. | CLOSING: There being
no further business to discuss, the Chairman declared the meeting adjourned and ordered the drafting of these minutes which, after being
read and approved, are hereby signed by those present. |
| GISOMAR F. DE BITTENCOURT MARINHO |
CARLOS EDUARDO TEIXEIRA TAVEIROS |
| Chairman of the Fiscal Council |
Fiscal Council member |
| JOSÉ RAIMUNDO DOS SANTOS |
DENILVO MORAIS |
|
Fiscal Council member
|
Fiscal Council member |
|
CRISTINA FONTES DOHERTY
Fiscal Council member
ANA LUIZA CURSINO PINTO DOS SANTOS
Governance Secretariat (GRGS) |
ANA PAULA SOARES GOMES
Governance Secretariat (GRGS)
|
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: December 8, 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.
