Eletrobras (NYSE: EBR) overhauls share classes and governance rules

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras reports the results of its extraordinary general meeting held on December 19, 2025, where shareholders approved a broad overhaul of the company’s share structure and bylaws. They created new preferred share classes PNA1, PNB1, PNR and PNC, generally mirroring existing preferred rights but adding tag-along rights in a public tender offer following a sale of control.

The meeting approved mandatory conversions of all currently outstanding preferred shares into the new classes and the compulsory redemption of the new PNR class based on a calculation described in the management proposal. Shareholders also granted holders of common shares a right to sell in a tender offer in a sale of control, increased the company’s authorized capital limit, and amended and consolidated the bylaws to reflect the new classes, voting rules for PNC shares, poison pill thresholds, board election provisions and the Board of Directors’ authority over preferred share issuance.

Insights

Corporate governance and capital structure analyst

Eletrobras is simplifying and redefining its share classes and control protections.

The resolutions describe a comprehensive redesign of Eletrobras’ capital structure. New preferred share classes (PNA1, PNB1, PNR and PNC) are created with rights largely aligned to existing preferred shares but with added features, including the right to sell into a public tender offer after a sale of control. Existing preferred shares will be mandatorily converted into these new classes, and the newly created PNR shares will then be compulsorily redeemed under a formula in the management proposal.

Bylaws changes embed these mechanics and clarify governance. The text adds one vote per share for PNC, limits separate board elections to non-voting preferred shares, extends tag-along rights to PNA1, PNB1, PNC and common shares, and adjusts poison pill language to cover all voting shares. The Board of Directors gains clearer competence over issuing preferred shares within authorized capital. The economic impact will depend on how these rights interact with any future control transactions, but the current changes are framed as structural and governance-focused rather than operational.

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FAQ

What did Eletrobras (EBR) shareholders approve at the December 19, 2025 extraordinary meeting?

Shareholders approved a broad restructuring that creates new preferred share classes, mandates conversion of existing preferred shares, redeems a new redeemable class, extends tender offer rights in a sale of control, increases authorized capital and amends and consolidates the bylaws to reflect these changes.

Which new preferred share classes did Eletrobras (EBR) create?

Eletrobras created four new preferred share classes: PNA1, PNB1, PNR and PNC. PNA1 and PNB1 carry the same general rights as the existing PNA and PNB shares plus tag-along rights in a public tender offer after a sale of control, while PNR is compulsorily redeemable and PNC is convertible into common shares and redeemable with added tag-along rights.

How will existing Eletrobras preferred shares be converted under the approved resolutions?

The resolutions provide for mandatory conversions of all currently outstanding preferred shares, including the conversion of PNA shares into PNA1 and PNR shares at a ratio of one PNA to one PNA1 and one PNR, and the conversion of PNB shares into PNB1 and PNR shares at a ratio of one PNB to one PNB1 and one PNR.

What is the role of the new PNR redeemable preferred shares at Eletrobras?

The new class R (PNR) preferred shares are created as compulsorily redeemable shares, without the need for approval at a special meeting of preferred shareholders, pursuant to paragraph 6 of article 44 of Brazilian Corporate Law. After the conversions of existing preferred shares into PNR, all PNR shares are to be compulsorily redeemed based on a calculation defined in the management proposal.

What tender offer and tag-along rights were approved for Eletrobras shareholders?

Holders of preferred shares in the new classes PNA1, PNB1 and PNC are granted the right to sell in a public tender offer resulting from a sale of control, to ensure equal treatment with the selling shareholder. Additionally, holders of the company’s common shares are granted a right to sell in such a tender offer, and the bylaws are amended to provide tag-along rights for PNA1, PNB1, PNC and common shares.

How did Eletrobras change its bylaws and poison pill provisions?

The bylaws were amended to include the new preferred classes, define the voting right of PNC as one vote per share, specify the mandatory redeemable nature of PNR, allow authorized capital increases through issuing PNC, update references so tender offers triggered by ownership thresholds apply to all voting shares including PNC, clarify that separate board elections apply only to non-voting preferred shares, and add preferred shares to matters under the Board of Directors’ competence for issuance under authorized capital.

Did Eletrobras increase its authorized capital in this meeting?

Yes. Shareholders approved an increase in the company’s authorized capital limit and the related amendment to the main text of Article 5 of the bylaws so that it aligns with the new authorized capital limit.

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____

 

CNPJ: 00.001.180/0001-26
	FINAL VOTING MAP
	Extraordinary General Meeting of 12/19/2025
					A
		New class of preferred shares, class A1 (PNA1)	For	Against	Abstain and Blanks	Deliberation
	1	Creation of a new class of preferred shares, class A1 (PNA1), registered, book-entry and with no par value, with the same rights, preferences and privileges as the currently existing class A preferred shares (PNA), plus the right to sell in a public tender offer (OPA) resulting from the sale of control, in order to ensure equal treatment to that afforded to the selling shareholder, and without the need for approval at a special meeting of holders of preferred shares.	818.181.617	198.176.986	34.862.286	Approved by the majority
		New class of preferred shares, class B1 (PNB1)	For	Against	Abstain and Blanks	Deliberation
	2	Creation of a new class of preferred shares, class B1 (PNB1), registered, book-entry and with no par value, with the same rights, preferences and privileges as the currently existing class B preferred shares (PNB), plus the right to sell in a public tender offer (OPA) resulting from the sale of control, in order to ensure equal treatment to that afforded to the selling shareholder, and without the need for approval at a special meeting of preferred shareholders.	818.181.481	198.177.074	34.862.334	Approved by the majority
		New class of preferred shares, class R (PNR)	For	Against	Abstain and Blanks	Deliberation
	3	Creation of a new class of preferred shares, class R (PNR), compulsorily redeemable, without the need for approval at a special meeting of preferred shareholders, pursuant to paragraph 6 of article 44 of the Brazilian Corporate Law, registered, book-entry and with no par value.	818.177.405	198.181.087	34.862.397	Approved by the majority
		New class of preferred shares, designated class C	For	Against	Abstain and Blanks	Deliberation
	4	Creation of a new class of preferred shares, designated class C, registered, book-entry and with no par value, convertible into common shares and redeemable, with the addition of the right to sell in a public tender offer (OPA) resulting from the sale of control, in order to ensure equal treatment to that afforded to the selling shareholder (PNCs and, together with the PNA1, PNB1 and PNR, the New PNs), without the need for approval at a special meeting of preferred shareholders.	819.293.366	197.065.145	34.862.378	Approved by the majority
		Mandatory conversions of all currently outstanding preferred shares	For	Against	Abstain and Blanks	Deliberation
	5	Subject to the creation and issuance of the New PNs, resolve on the mandatory conversions of all currently outstanding preferred shares, as follows: (e.1) conversion of the PNA shares into PNA1 and PNR shares, at the ratio of 1 (one) PNA share to 1 (one) PNA1 share and 1 (one) PNR share (PNA Conversion); and (e.2) conversion of PNB shares into PNB1 and PNR shares, at the ratio of 1 (one) PNB share to 1 (one) PNB1 share and 1 (one) PNR share (PNB Conversion, and together with PNA Conversion, the Conversions).	824.408.470	191.949.347	34.863.072	Approved by the majority
		Compulsory redemption of all PNR shares	For	Against	Abstain and Blanks	Deliberation
	6	Subject to the Conversions, the compulsory redemption of all PNR shares, based on the calculation set forth in the Management Proposal (PNR Redemption).	824.242.388	191.949.625	35.028.876	Approved by the majority
		Granting to the holders of the Company’s common shares the right to sell in a public tender offer (OPA)	For	Against	Abstain and Blanks	Deliberation
	7	Granting to the holders of the Company’s common shares the right to sell in a public tender offer (OPA) resulting from the sale of control, in order to ensure equal treatment to that afforded to the selling shareholder.	823.916.113	191.414.339	35.890.437	Approved by the majority
		Authorized Capital	For	Against	Abstain and Blanks	Deliberation
	8	Increase of the Companys authorized capital limit and the consequent amendment to the caput of Article 5 of the Bylaws, in order to align it with the new authorized capital limit.	820.315.649	195.169.608	35.735.632	Approved by the majority
		Amendment of the Companys Bylaws	For	Against	Abstain and Blanks	Deliberation
	9	Amendment of the Companys Bylaws to: (i.1) amend Article 4, caput, and §1, to include PNA1, PNB1, PNR, and PNC as new classes of preferred shares; amend §4 to regulate the one vote per share right of the PNCs; include §5 to provide for the extinction of the PNC class after the conversion or redemption of all its shares; include a new paragraph to expressly provide for the mandatory redeemable nature of the PNR and its automatic extinction upon full redemption; (i.2) amendment of Article 5, caput, to allow increases within the Company’s authorized capital through the issuance of PNCs; (i.3) amend the wording of Article 6, sole paragraph, due to the creation of the PNCs, to establish that this provision applies only to class A1 and B1 preferred shares; (i.4) make wording adjustments to Articles 9 and 10 in order to encompass all shares with voting rights, including the PNCs, in the context of the tender offer triggered upon reaching a relevant shareholding threshold (poison pill); (i.5) amend Article 11, caput, to contemplate the existence of the PNA1, PNB1, and PNC, including new paragraphs regulating their rights, characteristics, advantages, and limitations; provide for the tag-along right of the PNA1, PNB1, PNCs, and common shares; regulate the immediate redemption of the PNRs, the method for calculating the redemption value, its conditions and limitations; adjust the wording of §§1 to 6 to update numbering and the A1 and B1 nomenclature; (i.6) amend Article 16 to provide for the exceptions set forth in Article 11, §10 and §§15 to 17; (i.7) amend Article 34, caput, in order to expressly state that the right to elect board members in a separate vote applies only to preferred shares with no voting rights; and (i.8) amend Article 36, item XI, to include preferred shares among the matters under the competence of the Board of Directors relating to the issuance of shares under authorized capital.	824.333.543	191.147.050	35.740.296	Approved by the majority
		Consolidation of the Companys Bylaws	For	Against	Abstain and Blanks	Deliberation
	10	If the resolutions set forth in items (a) to (i) above are approved, approve the consolidation of the Companys Bylaws, considering all the amendments approved by the shareholders at the Meeting, including numbering adjustments and updates to defined terms and cross-references applicable to the provisions of the Bylaws.	824.409.640	191.075.826	35.735.423	Approved by the majority

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 19, 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.