Eletrobrás (NYSE: EBR) details AXIA Energia R$30B reserve capitalization and 606.8M bonus preferred shares
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that the Fiscal Council of AXIA Energia has issued a favorable opinion on a proposed capital increase and bonus share issue. The plan would capitalize R$30,000,000,024.48 from profit reserves and issue 606,796,117 class C preferred shares, which are book-entry, non-par value, convertible into common shares and redeemable. These shares would be distributed to existing shareholders as a bonus, meaning they are granted proportionally without additional cash payment. The opinion states the council is not aware of any fact that would prevent the proposal from going forward. The capitalization and bonus issue will only become effective if fully approved at an Extraordinary General Meeting scheduled for December 19, 2025.
Positive
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Negative
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Insights
AXIA Energia’s board-backed bonus share issue gains Fiscal Council support, pending shareholder approval at the December 19, 2025 EGM.
The proposal uses R$30,000,000,024.48 of profit reserves to increase AXIA Energia’s capital and issue 606,796,117 class C preferred shares as a bonus to existing shareholders. Because this is a capitalization of reserves, it redistributes equity already on the balance sheet rather than bringing in new cash, but it does change the share count and capital structure.
The new class C preferred shares are registered, book-entry, without par value, convertible into common shares and redeemable, which adds structural flexibility within the equity stack. The Fiscal Council explicitly states it sees no impediment to the proposal formulated by the Executive Board and already approved by the Board of Directors.
The key gating factor is the Extraordinary General Meeting on
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____
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FISCAL COUNCIL 586th Meeting
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12.08.2025
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FISCAL COUNCIL OPINION
The Fiscal Council of AXIA Energia ("Company"), in the exercise of the powers granted to it under the Article 166, paragraph 2, of the Brazilian Law No. 6,404, of December 15, 1976 ("Brazilian Corporate Law"), 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").
Based on the documents made available and the clarifications provided, 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.
Rio de Janeiro, December 8, 2025.
| GISOMAR F. DE BITTENCOURT MARINHO | CARLOS EDUARDO TEIXEIRA TAVEIROS |
| Chairman of the Fiscal Council |
Fiscal Council member
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| CRISTINA FONTES DOHERTY | DENILVO MORAIS |
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Fiscal Council member
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Fiscal Council member
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| JOSÉ RAIMUNDO DOS SANTOS | |
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Fiscal Council member
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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 |
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Eduardo Haiama Vice-President of Finance and Investor Relations |
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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 corporate action did Eletrobrás disclose in this 6-K for EBR?
The company disclosed that the Fiscal Council of AXIA Energia issued a favorable opinion on a proposal to increase AXIA’s capital by capitalizing profit reserves and issuing 606,796,117 class C preferred shares as a bonus to existing shareholders, using R$30,000,000,024.48 from profit reserves.
How will the AXIA Energia bonus shares be funded according to the EBR filing?
The bonus shares would be funded through the capitalization of profit reserves, specifically by transferring R$30,000,000,024.48 from AXIA Energia’s Profit Reserves accounts into its capital stock, rather than raising new cash from investors.
What type of shares are being issued in AXIA Energia’s proposed bonus issue?
The proposal calls for issuing 606,796,117 preferred shares designated as class C (PNC), which are registered, book-entry, have no par value, are convertible into common shares, and are redeemable, and will be granted to shareholders as a bonus.
Is the AXIA Energia capitalization and bonus share issue already effective for EBR investors?
No. The document states that the effectiveness of the capitalization and bonus issue is subject to full approval of the related matters at the Extraordinary General Meeting on December 19, 2025.
What did AXIA Energia’s Fiscal Council conclude about the proposed capital increase?
The Fiscal Council stated it is not aware of any information or event that would prevent the proposed capitalization and bonus issue from being submitted to the Extraordinary General Meeting, and it expressed a favorable opinion on the proposal.
Who signed the EBR 6-K related to the AXIA Energia capitalization?
The report was signed on behalf of Centrais Elétricas Brasileiras S.A. – Eletrobrás by Eduardo Haiama, identified as Vice-President of Finance and Investor Relations, dated December 8, 2025.
