Eletrobrás (EBR) sets compulsory cash redemption of PNR preferred shares
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that AXIA Energia’s shareholders approved the compulsory redemption of the class “R” preferred shares (PNR). The redemption will occur automatically after the mandatory conversion of all currently outstanding preferred shares, at a Redemption Value of R$ 1.2994705188032 per PNR share, paid in Brazilian currency.
The record date for identifying eligible holders is the close of business on December 19, 2025, and payment will be made in a single installment on January 13, 2026. The notice also explains that Brazilian residents may owe income tax on any gains and that non-resident investors may have withholding income tax applied on capital gains, based on information and supporting documentation they must provide to the company.
Positive
- None.
Negative
- None.
Insights
Mandatory redemption of PNR preferred shares at a fixed cash value.
The company discloses that AXIA Energia’s extraordinary general meeting approved the compulsory redemption of class “R” preferred shares (PNR). The redemption follows mandatory conversions of all currently outstanding preferred shares and sets a fixed Redemption Value of R$ 1.2994705188032 per PNR share, to be paid in Brazilian currency. This replaces those preferred shares with cash for holders on the specified timetable.
The record date is the end of December 19, 2025, meaning only holders on that date are entitled to the redemption payment. Payment is scheduled in a single installment on January 13, 2026. The text also outlines that Brazilian-resident investors may be subject to income tax on any gains, while non-residents may face withholding income tax (IRRF) on capital gains calculated under Brazilian rules.
Non-resident shareholders are asked to send a completed spreadsheet and supporting documents by 6:00 p.m. on January 2, 2026 so the company can calculate any capital gain and applicable withholding. The impact for investors depends on their individual tax positions and acquisition costs, as the company will rely on the data and evidence each shareholder submits.
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____
PNR’s Redemption
Rio de Janeiro, December 19, 2025, AXIA Energia, further to the Notice to Shareholders and Material Fact disclosed on December 8, 2025, announces that, as resolved at the Extraordinary General Meeting held on this date, the compulsory redemption of the class “R” preferred shares - PNR (“Redemption”) was approved.
The Redemption will be carried out on a compulsory and automatic basis, immediately after the completion of the mandatory conversions of all currently outstanding preferred shares issued by the Company, at the price of R$ 1.2994705188032 per redeemed PNR share (“Redemption Value”).
For purposes of the Redemption, the shareholding position as of the end of December 19, 2025 will be considered as the record date. The payment of the Redemption Value will be made in Brazilian currency, in a single installment, on January 13, 2026.
1. Brazilian resident investors
Any gains realized by shareholders holding PNR shares who are residents in Brazil, including individuals and legal entities, investment funds or other entities, as a result of the Redemption may be subject to the levy income tax and other taxes, pursuant to the legal and regulatory rules applicable to each category of investor. Such shareholders are responsible for consulting their own advisors to assess the applicable taxation and for payment of any taxes due.
2. Non-resident investors
Pursuant to applicable law, the Company may withhold a portion of the amount payable to shareholders who are not resident in Brazil, in an amount corresponding to the withholding income tax - IRRF levied on any capital gain determined as a result of the Redemption.
The capital gain will correspond to the positive difference, if any, between:
| · | the Redemption Value; and |
| · | the acquisition cost of the Company’s shares held by the non-resident investor. |
The IRRF will be withheld and collected by the Company in accordance with the legal and regulatory rules applicable to each type of non-resident investor, subject to the following rates:
| (i) | 15%, |
| (ii) | 15% to 22.5%, or |
| (iii) | 25%, in the case of a shareholder resident in a country or dependency with favorable taxation, pursuant to the legislation and regulations of the Brazilian Federal Revenue Service. Any withholding IRRF that may be withheld and paid by the Company will be deducted from the amount payable to shareholders as the Redemption Value. |
In order to enable the calculation of any capital gain, non-resident shareholders must complete and electronically submit to the Company, directly or through their custody agents, the template spreadsheet attached hereto as Schedule I to this Notice to Shareholders.
The spreadsheet must be completed and sent by e-mail to the following electronic address: resgate@axia.com.br, with the subject line “PNR Redemption – Capital Gain,” together with proper and supporting documentation evidencing the reported acquisition cost (e.g., broker statements), which must be attached to the same email. The information and documents must be sent to the Company by 6:00 p.m. on January 2, 2026.
The Company will rely exclusively on the information and documents provided by the shareholders for purposes of calculating the capital gain, and such shareholders shall be fully responsible for the truthfulness, accuracy and completeness of the information provided.
Pursuant to the applicable legislation and regulations of the Brazilian Federal Revenue Service, the Company will:
| (i) | deem the acquisition cost to be zero for non-resident shareholders who fail to submit the information and supporting documentation within the deadline and in the manner indicated above; and |
| (ii) | apply a 25% tax rate to the gains of non-resident shareholders who fail to inform their country or dependency of residence or tax domicile. |
For additional clarifications, shareholders may contact the Company’s Investor Relations department at the e-mail ri@axia.com.br.
Eduardo Haiama
Vice-president Financial 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: 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.
FAQ
What did Eletrobrás (EBR) announce about the PNR preferred shares?
The company reports that, as approved at an extraordinary general meeting, there will be a compulsory redemption of the class “R” preferred shares (PNR), carried out automatically after the mandatory conversion of all currently outstanding preferred shares.
What is the redemption price for Eletrobrás PNR preferred shares?
The redemption price for each class “R” preferred share (PNR) is set at a Redemption Value of R$ 1.2994705188032 per share, to be paid in Brazilian currency.
What are the record date and payment date for the EBR PNR redemption?
The record date for the redemption is the shareholding position at the end of December 19, 2025. The payment date for the Redemption Value is January 13, 2026, in a single cash installment.
How are Brazilian resident investors in Eletrobrás PNR shares affected for tax purposes?
The notice states that Brazilian-resident holders of PNR shares, including individuals, legal entities, investment funds, or other entities, may have any gain from the redemption subject to income tax and other taxes, according to the rules for each investor category.
How will non-resident investors in Eletrobrás PNR shares be taxed on the redemption?
For non-resident shareholders, the company may withhold income tax (IRRF) on any capital gain from the redemption, calculated as the positive difference between the Redemption Value and the acquisition cost, applying the rates set by Brazilian law for each type of non-resident investor.
What must non-resident Eletrobrás PNR shareholders do for capital gain calculation?
Non-resident investors must complete a template spreadsheet (Schedule I) and email it, along with documentation proving acquisition cost, to resgate@axia.com.br with the subject “PNR Redemption – Capital Gain” by 6:00 p.m. on January 2, 2026.
How can Eletrobrás shareholders get more information about the PNR redemption?
Shareholders can request further clarification from the company’s Investor Relations department via the email address ri@axia.com.br, as indicated in the notice.
