[6-K] BRAZILIAN ELECTRIC POWER CO Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. – Eletrobras is launching a Brazilian public offering of 2,000,000 unsecured, non-convertible debentures in three series, each with a unit value of R$1,000.00, totaling R$2,000,000,000.00.
The issuance, rated “brAAA” by Standard & Poor’s Ratings do Brasil, is aimed exclusively at professional investors under Brazil’s automatic registration procedure. Eletrobras plans to use all proceeds for the Santo Antônio hydroelectric project, focused on renewable power generation, modernization, and related CAPEX through 2047.
Positive
- None.
Negative
- None.
Insights
Large rated debenture issue funds long-dated renewable hydro project.
Eletrobras is issuing unsecured, non-convertible debentures totaling
Proceeds are earmarked exclusively for the Santo Antônio hydroelectric project, which requires an estimated
The offering uses Brazil’s automatic registration procedure and is restricted to professional investors, which shapes liquidity and investor base. Future disclosures on additional financing tranches for Santo Antônio and on Eletrobras’s overall leverage profile will be important to understand how this debt fits into its long-term capital structure.
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 February, 2026
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____
COMMENCEMENT NOTICE OF PUBLIC OFFERING AND DISTRIBUTION, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED (CHIROGRAPHIC) CLASS, IN 3 (THREE) SERIES, OF THE 8th (EIGHTH) ISSUANCE OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS CNPJ no. 00.001.180/0001-26 in the total amount of R$ 2,000,000,000.00 (two billion Reais) ISIN CODE OF THE FIRST SERIES DEBENTURES: BRAXIADBS0C8 ISIN CODE OF THE SECOND SERIES DEBENTURES: BRAXIADBS0D6 ISIN CODE OF THE THIRD SERIES DEBENTURES: BRAXIADBS0E4 Definitive Risk Classification (Rating) of the Issuance: "brAAA" assigned by Standard & Poor's Ratings do Brasil Ltda. on February 20, 2026. * * This classification was performed on February 20, 2026, and the characteristics of this security are subject to change. THE DISCLOSURE OF A PROSPECTUS HAS BEEN WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE SUMMARY SHEET, IN ACCORDANCE WITH §1 OF ARTICLE 23, BOTH OF CVM RESOLUTION 160 (AS DEFINED BELOW), FOR THE PURPOSES OF THIS OFFERING (AS DEFINED BELOW). THE REGISTRATION OF THE OFFERING OF THE DEBENTURES WAS AUTOMATICALLY GRANTED BY THE COMISSÃO DE VALORES MOBILIÁRIOS ("CVM") ON FEBRUARY 24, 2026, UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/097, FOR THE FIRST SERIES DEBENTURES, UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/098, FOR THE SECOND SERIES DEBENTURES, AND UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/099, FOR THE THIRD SERIES DEBENTURES. 1. SECURITY OFFERED AND IDENTIFICATION OF THE OFFEROR CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS, a corporation with securities issuer registration, category "A", with the CVM, in operational phase, with headquarters in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Graça Aranha, No. 26, Store A, Centro, ZIP Code 20030-900, registered with the National Registry of Legal Entities of the Ministry of Finance ("CNPJ") under No. 00.001.180/0001-26, with its constitutional documents registered with the Commercial Registry of the State of Rio de Janeiro under NIRE 33.300.346.767 ("Issuer"), together with BTG PACTUAL INVESTMENT BANKING LTDA., an institution member of the securities distribution system, with offices in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3,477, 14th floor, ZIP Code 04538-133, registered with the CNPJ under No. 46.482.072/0001-13 ("Lead Coordinator"), XP INVESTIMENTOS CORRETORA DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution member of the securities distribution system, with headquarters in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia do Botafogo, No. 501, block 1, ZIP Code 22250-911, registered with the CNPJ under No. 02.332.886/0001-04 ("XP Investimentos") and ITAÚ BBA ASSESSORIA FINANCEIRA S.A., a corporation, with headquarters in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3,500, 1st, 2nd, 3rd (part), 4th and 5th floors, Itaim Bibi, ZIP Code 04538-132, registered with the CNPJ under No. 04.845.753/0001-59 ("Itaú BBA" and, together with the Lead Coordinator and XP Investimentos, the "Coordinators"), hereby announce, pursuant to article 59, item II and §3 of CVM Resolution No. 160, of July 13, 2022, as in force ("CVM Resolution 160" and "Commencement Notice", respectively), the commencement of the public distribution of 2,000,000 (two million) simple debentures, non-convertible into shares, of the unsecured type, in 3 (three) series ("First Series", "Second Series" and "Third Series" and, jointly, "Series", or interchangeably "Series"), of the 8th (eighth) issuance of the Issuer ("Issuance" and "Debentures", respectively), all with a unit nominal value of R$ 1,000.00 (one thousand reais), on the issuance date, namely, February 15, 2026 ("Issuance Date"), totaling, on the Issuance Date, the total amount of R$2,000,000,000.00 (two billion reais), as provided in the "Private Instrument of the Issuance Deed of the 8th (Eighth) Issuance of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in up to 3 (Three) Series, for Public Distribution, under the Automatic Registration Procedure, of Centrais Elétricas Brasileiras S.A. - Eletrobras", executed on February 6, 2026 between the Issuer and VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., a financial institution authorized to operate by the Central Bank of Brazil, incorporated as a limited liability business company, with headquarters in the city of São Paulo, State of São Paulo, at Rua Gilberto Sabino, No. 215, 4th floor, Pinheiros, ZIP Code 05425-020, registered with the CNPJ under No. 22.610.500/0001-88 (www.vortx.com.br), in its capacity as fiduciary agent and representative of the holders of the Debentures, within the scope of the Issuance ("Fiduciary Agent" and "Original Issuance Deed", respectively), as amended by the "First Amendment to the Private Instrument of the Issuance Deed of the 8th (Eighth) Issuance of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in up to 3 (Three) Series, for Public Distribution, under the Automatic Registration Procedure, of Centrais Elétricas Brasileiras S.A. - Eletrobras" executed on February 23, 2026, between the Issuer and the Fiduciary Agent ("First Amendment to the Original Issuance Deed" and, together with the Original Issuance Deed, "Issuance Deed"), intended exclusively for professional investors, as defined in articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended ("Professional Investors"), and is therefore subject to the automatic registration procedure for public offerings of securities, pursuant to article 25 and article 26, item IV, subparagraph "a", of CVM Resolution 160, article 19 of Law No. 6,385, of December 7, 1976, as amended and other applicable laws and regulations (“Offering"). 2. PROJECT The Debentures shall be issued in the form provided for in article 2 of Law No. 12,431, of June 24, 2011, as amended ("Law 12,431"), and in Decree No. 11,964, of March 26, 2024, as amended ("Decree 11,964"), or regulations that amend, replace or supplement them. The Project (as defined below) was filed with the National Secretariat for Energy Transition and Planning of the Ministry of Mines and Energy ("MME") under No. 48340.000733/2026-67, on February 6, 2026. Pursuant to article 2, paragraph 1, of Law 12,431, Decree 11,964, and National Monetary Council ("CMN") Resolution No. 5,034, of July 21, 2022, as amended ("CMN Resolution 5,034"), the proceeds raised by the Issuer through the Debentures shall be used exclusively for future payment, reimbursement of expenditures, expenses or debts related to the implementation of the project described below ("Project") that have occurred within a period equal to or less than 48 (forty-eight) months from the Offering closing date: MME Protocol 48340.000733/2026-67 Corporate Name and CNPJ of the Priority Project Holder Santo Antônio Energia S.A.; CNPJ: 09.391.823/0001-60 Priority Sector in which the Project is Classified Energy - Generation from renewable sources (Art. 4, III, point "a") Project Name HPP Santo Antônio Project Object Payment of future expenses or reimbursement of expenditures, expenses or debts related to projects for investment in CAPEX related to the implementation, operation, maintenance and modernization of the UHE Santo Antônio, subject of MME Concession Agreement No. 01/2008. Project Objective Generation of renewable electric energy for commercialization in the free and regulated energy markets. Project Start Date March/2012 Estimated Project Closure Date October/2047 Current Project Phase The Santo Antônio HPP has been in operation since 03.30.2012. Social or environmental benefits arising from the implementation of the Project The HPP generates jobs in the region, as well as revenues for the municipality, fostering local development. In addition, the project owner is part of the Axia group, which is committed to sustainable development and the preservation of the areas around its projects. It is noteworthy that, in its business, the Axia group considers aspects related to climate change, including goals to reduce and neutralize its emissions. The group also makes various social investments and adopts a continuous practice of forming partnerships in support of social programs. Estimated volume of financial resources required to carry out the Project R$ 19,927,000,000.00 Estimated volume of financial resources to be raised with the Issue R$ 2,000,000,000.00 Percentage that is estimated to be raised with the Debentures in view of the Project's financial resources needs 10.04% 3. AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION The Offering registration was granted by the CVM on February 24, 2026, under and (i) No. CVM/SRE/AUT/DEB/PRI/2026/097 for the Debentures of the First Series, (ii) No. CVM/SRE/AUT/DEB/PRI/2026/098 for the Debentures of the Second Series, (iii) No. CVM/SRE/AUT/DEB/PRI/2026/099 for the Debentures of the Third Series. The Offering will be conducted under the automatic registration procedure and was not submitted to prior analysis by the Brazilian Association of Financial and Capital Market Entities ("ANBIMA") or any regulatory or self-regulatory entity, pursuant to article 26, item IV, subitem "a", and article 27, item I, both of CVM Resolution 160, given that (i) the Issuer qualifies as a frequent issuer of fixed income securities - EFRF, as it is an issuer with high market exposure - EGEM, as provided in item I, article 38-A of CVM Resolution No. 80, of March 29, 2022, as in force; (ii) the Debentures are non-convertible and non-exchangeable into shares issued by the Issuer; and (iii) the Offering will be intended exclusively for Professional Investors. The Offering shall be registered with ANBIMA within 7 (seven) days from the date of publication of the Offering closing announcement, pursuant to articles 15 and 18 of the "Rules and Procedures for Public Offerings", as in force, an integral part of the "ANBIMA Self-Regulation Code for Structuring, Coordination and Distribution of Public Offerings of Securities and Public Takeover Offers", as in force. 4. WAIVER OF PROSPECTUS AND OFFERING INFORMATION SHEET The Debentures shall be offered exclusively to Professional Investors, therefore disclosure of a prospectus and information sheet and the use of an Offering acceptance document are waived, pursuant to article 9, item I and paragraph 3, and article 23, paragraph 1, both of CVM Resolution 160. 5. ESTIMATED SCHEDULE OF OFFERING STAGES Below is an schedule of the main stages of the Offering: Event (2) Date (1) Submission of electronic application form for the Offering to 1 the CVM 02/09/2026 2 Publication of this Notice to the Market 02/09/2026 3 Bookbuilding procedure 02/23/2026 Publication of market notice regarding the result of the 4 Bookbuilding Procedure 02/23/2026 5 Registration of the Offering with the CVM 02/24/2026 6 Date of publication of this Commencement Notice 02/24/2026 7 Financial Settlement Date of the Debentures 02/25/2026 8 Maximum date for publication of the Closing Announcement Up to 180 (one hundred and eighty) days from the publication of the Start Announcement (1) The dates provided for future events are merely indicative and are subject to changes, modifications, suspensions, extensions, delays and anticipations without prior notice, at the discretion of the Issuer and the Coordinators. Any modification to the distribution schedule must be communicated to the CVM and may be analyzed as a modification of the Offering, following the provisions of articles 67 and 69 of CVM Resolution 160. Furthermore, should changes in circumstances, suspension, extension, revocation or modification of the Offering occur, such schedule may be altered. (2) Any communications or announcements relating to the Offering shall be made available on the websites of the CVM, B3, the Issuer and the Coordinators, under the terms provided in article 13 of CVM Resolution 160. 6. ADDITIONAL INFORMATION Additional information regarding the Issuance, the Offering, the distribution and the Debentures may be obtained from the Coordinators or from the CVM. Capitalized terms used in this "Commencement Notice of the Public Offering, under the Automatic Registration Procedure, of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in 3 (Three) Series, of the 8th (Eighth) Issuance of Centrais Elétricas Brasileiras S.A. – Eletrobras" ("Commencement Notice"), that are not defined herein, shall have the meaning attributed to them in the Issuance Deed. REGISTRATION OF THE PRESENT PUBLIC DISTRIBUTION OFFERING SHALL NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE TRUTHFULNESS OF THE INFORMATION PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED. THE SECURITIES SUBJECT TO THE OFFER ARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER. CAREFULLY READ THE TERMS AND CONDITIONS OF THE ISSUANCE DEED AND THE ISSUER'S REFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, PARTICULARLY THE "RISK FACTORS" SECTIONS OF THE ISSUER'S REFERENCE FORM, TO ASSESS THE RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE DEBENTURES. AN INVESTMENT INTENTION COLLECTION PROCEDURE WAS CONDUCTED BY THE COORDINATORS PURSUANT TO ARTICLES 61 AND 62 OF CVM RESOLUTION 160. THE MARKET OFFER IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE ISSUER AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON DIRECT OR INDIRECT ACTION BY THE ISSUER OR PERSONS LINKED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160. THE INFORMATION CONTAINED IN THIS COMMENCEMENT NOTICE AND MARKET NOTICES HAS NOT BEEN ANALYZED BY THE CVM, ANBIMA, OR BY ANY SELF-REGULATORY ENTITY. CONSIDERING THAT THE OFFER IS SUBJECT TO THE AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION, REGISTRATION OF THE OFFER DID NOT REQUIRE PRIOR ANALYSIS BY THE CVM AND ANBIMA. ACCORDINGLY, THE DOCUMENTS RELATING TO THE DEBENTURES AND THE OFFER HAVE NOT BEEN AND SHALL NOT BE SUBJECT TO PRIOR REVIEW BY THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS COMMENCEMENT NOTICEAND ALL OTHER OFFER DOCUMENTS. FURTHER INFORMATION ABOUT THE DISTRIBUTION MAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM THE CVM. THE DEBENTURES SHALL BE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160. Rio de Janeiro, February 24, 2026. LEAD COORDINATOR COORDINATORS
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: February 25, 2026
| 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.
