Eletrobras (NYSE: EBR) holders back 1.1-for-1 conversion of class B1 preferred shares

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras reports the voting outcome of a special meeting of its class “B1” preferred shareholders. Holders approved converting all class B1 preferred shares (PNB1) into common shares at a fixed ratio of 1.1 common share for each 1 PNB1 share, under Article 136, paragraph 1, of Brazilian Corporation Law.

The resolution received 126,316,125 votes in favor, with only 3,806 against and 2,114 abstentions/blanks, indicating very strong support among the affected shareholders. The company also reiterates its standard caution that forward-looking statements are subject to various economic, regulatory, and operational risks in Brazil and abroad.

Insights

Latin America utilities & governance analyst

Eletrobras shareholders strongly back converting B1 preferred shares into common stock.

The company secured overwhelming approval from class “B1” preferred shareholders to convert all PNB1 shares into common shares at a fixed 1.1-for-1 exchange ratio. This simplifies the capital structure for that share class while respecting Brazilian corporate law procedures.

The extremely lopsided vote—over 126 million in favor versus a few thousand against—shows broad alignment between management and this shareholder class on the conversion terms. Future filings may clarify the practical effects on governance, liquidity, and dividend profiles for former preferred holders.

Key Figures

Conversion ratio: 1.1 common shares per 1 PNB1 share Votes for: 126,316,125 votes Votes against: 3,806 votes +3 more

6 metrics

Conversion ratio 1.1 common shares per 1 PNB1 share Class B1 preferred to common share conversion

Votes for 126,316,125 votes Approval of conversion of class B1 preferred shares

Votes against 3,806 votes Opposing the PNB1 to common share conversion

Abstentions and blanks 2,114 votes Abstain/blank votes on conversion resolution

Meeting date 04.01.2026 Special Meeting of Class B1 preferred shareholders

Filing date March 31, 2026 Date the report was signed

Key Terms

class B1 preferred shares, Brazilian Corporation Law, forward-looking statements, Receivables, +1 more

5 terms

class B1 preferred shares financial

"Special Meeting of Class "B1" Preferred Shareholders to be held on 04.01.2026"

Brazilian Corporation Law regulatory

"Pursuant to and for the purposes of Article 136, paragraph 1, of the Brazilian Corporation Law"

forward-looking statements regulatory

"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"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Receivables financial

"the possibility of receiving payments related to our receivables"

hydoelectric plants technical

"changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants"

Form 6-K: How Foreign Companies Report to the SEC →

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 March, 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____

 F C Resolutions For Against Abstain and Blanks 1 Pursuant to and for the purposes of Article 136, paragraph 1, of the Brazilian Corporation Law,the approval of the conversion of all class B1 preferred shares issued by the Company (PNB1 andPNB1 Conversion, respectively), at a ratio of 1.1 common shares (ON) for each 1 PNB1 share. 126.316.125 3.806 2.114 CNPJ: 00.001.180/0001-26 CENTRAIS ELÉTRICAS BRASILEIRAS CONSOLIDATED DISTANCE VOTING MAP Special Meeting of Class "B1" Preferred Shareholders to be held on 04.01.2026 # Classificação: Pública 1

 

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: March 31, 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.

FAQ

What corporate action did Eletrobras (EBR) approve for its class B1 preferred shares?

Eletrobras shareholders approved converting all class B1 preferred shares (PNB1) into common shares. The conversion uses a fixed ratio of 1.1 common shares for each PNB1 share, aligning this preferred class more closely with the company’s common equity structure.

What is the share conversion ratio for Eletrobras (EBR) PNB1 preferred shares?

Each Eletrobras PNB1 preferred share will convert into 1.1 common shares. This fixed 1.1-for-1 ratio was specifically approved by the class “B1” preferred shareholders at a special meeting called to decide on the conversion of all PNB1 shares.

How did Eletrobras (EBR) class B1 preferred shareholders vote on the conversion?

Class B1 preferred shareholders voted overwhelmingly in favor of the conversion. The resolution received 126,316,125 votes for, 3,806 votes against, and 2,114 abstentions or blanks, signaling very strong support among holders of the affected preferred shares.

Under which legal framework was Eletrobras (EBR) share conversion approved?

The conversion of Eletrobras class B1 preferred shares was approved pursuant to Article 136, paragraph 1, of the Brazilian Corporation Law. This article governs certain corporate changes requiring specific shareholder approvals, including decisions directly affecting preferred share rights.

Does Eletrobras (EBR) include any forward-looking statement warnings in this report?

Yes. Eletrobras cautions that estimates and projections are forward-looking statements subject to economic, regulatory, political, and operational risks in Brazil and abroad. It notes factors like interest rates, inflation, rainfall, regulation, and indebtedness can cause actual results to differ materially.