Eletrobrás (NYSE: EBR) approves R$30B reserve capitalization and bonus PNC shares
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. (Eletrobrás) reports that shareholders at an Extraordinary General Meeting approved a broad restructuring of its share classes and a large bonus share issuance. The company is creating new class C preferred shares (PNCs), converting existing class A and B preferred shares into new PNA1 and PNB1 plus class R preferred shares (PNR), and mandatorily redeeming all PNR shares. It is capitalizing R$30,000,000,024.48 of profit reserves through the issuance of 606,796,117 PNC shares as a bonus issue, and setting a redemption price of R$1.2994705188032 per redeemed PNR share, as approved by the Board on December 8, 2025. The tickers of PNA1 and PNB1 shares will remain AXIA5 and AXIA6.
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Insights
Eletrobrás restructures preferred share classes and issues a large bonus.
The company obtained shareholder approval to overhaul its preferred share structure by creating class C preferred shares (PNCs), converting existing PNA and PNB into PNA1, PNB1 and PNR, and mandatorily redeeming all PNR shares. This consolidates and simplifies how different preferred classes are organized while keeping the trading tickers for PNA1 and PNB1 as AXIA5 and AXIA6.
A key element is the capitalization of
These actions may affect the composition of preferred shareholder interests and trading dynamics between the various classes once implemented. Future disclosures in company filings may provide more detail on post-transaction share counts by class and any resulting effects on dividends or voting characteristics.
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____
Full approval of the matters at the EGM
Rio de Janeiro, December 19, 2025, Centrais Elétricas Brasileiras S/A - AXIA Energia (“Company” or “AXIA Energia”), further to the material fact disclosed on November 27, 2025, and to the material fact and notice to shareholders disclosed on December 8, 2025, hereby informs that all matters submitted to the Extraordinary General Meeting held on this date were approved, among which we highlight:
(i) the creation of class C preferred shares (PNCs);
(ii) the conversion of each class A preferred share (PNA) and class B preferred share (PNB) into a class A1 preferred share (PNA1) and a class B1 preferred share (PNB1), respectively, and one class R preferred share (PNR);
(iii) the respective adjustments to the Company’s Bylaws; and
(iv) the mandatory redemption of all PNR shares.
Accordingly, the capitalization of R$30,000,000,024.48 of the Company’s profit reserves, through the issuance of 606,796,117 PNC shares as a bonus issue, and the redemption price of R$1.2994705188032 per redeemed PNR share, as resolved by the Board of Directors at a meeting held on December 8, 2025, have become effectives.
Below we highlight the main relevant information regarding the Bonus Issue:
| § | PNC distribution ratio to shareholders: 0.2628378881074 PNC share for each common share, PNA share, or PNB share (including shares held in treasury); |
| § | Record Date on B3: December 19, 2025; |
| § | Ex-Date on B3: December 22, 2025; |
| § | Start date of trading of PNC shares on B3: December 22, 2025; |
| § | ADR Record Date and Ex-Date on the NYSE: December 22, 2025; |
| § | Delivery date of PNC shares to custody accounts on B3: December 26, 2025; |
| § | Delivery date of ADRs backed by PNC shares on the NYSE: December 29, 2025; |
| § | Trading ticker of PNC shares on B3: AXIA7; |
| § | Trading ticker of ADRs backed by PNC shares on the NYSE: AXIA PRC; |
We emphasize that the tickers of the PNA1 and PNB1 shares will remain as AXIA5 and AXIA6, respectively
For further information about the Meeting, please refer to the documents made available on the Company’s and the CVM’s websites.
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) shareholders approve at the December 2025 EGM?
Shareholders approved all matters presented at the Extraordinary General Meeting, including the creation of class C preferred shares (PNCs), conversion of existing preferred classes into new PNA1, PNB1 and PNR shares, amendments to the bylaws, and the mandatory redemption of all PNR shares.
How much is Eletrobrás capitalizing from profit reserves in this 6-K?
The company is capitalizing R$30,000,000,024.48 of its profit reserves through a bonus issue, turning retained profits into share capital via the issuance of new preferred shares.
How many bonus shares will Eletrobrás issue and of which class?
Eletrobrás will issue 606,796,117 new class C preferred shares (PNCs) as a bonus issue, allocated in connection with the approved capitalization of profit reserves.
What is the redemption price for Eletrobrás PNR preferred shares?
The mandatory redemption of all class R preferred shares (PNR) will be carried out at a redemption price of R$1.2994705188032 per redeemed PNR share, as resolved by the Board of Directors on December 8, 2025.
Will Eletrobrás change the trading tickers of its preferred shares after the restructuring?
No. The company emphasizes that, after the conversion, the PNA1 shares will continue trading under ticker AXIA5 and the PNB1 shares will continue trading under ticker AXIA6.
Where can investors find more details about Eletrobrás’s December 2025 EGM decisions?
The company indicates that additional information and documents related to the Extraordinary General Meeting are available on its website and on the website of the Brazilian Securities Commission (CVM).
