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Centrais Eletricas SEC Filings

EBR NYSE

Welcome to our dedicated page for Centrais Eletricas SEC filings (Ticker: EBR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The EBR SEC filings page aggregates regulatory documents for Brazilian Electric Power Company (EBR), identified in filings as Centrais Elétricas Brasileiras S.A. – Eletrobras and AXIA Energia. These filings, primarily on Form 6-K and Form 25, provide detailed insight into the company’s corporate purpose, capital structure, share classes, shareholder decisions and listing status of its American Depositary Shares.

Through its Form 6-K reports, the company furnishes minutes of Extraordinary General Meetings, consolidated voting maps and notices to shareholders. These documents explain how shareholders approved the creation of new preferred share classes (PNA1, PNB1, PNR and PNC), mandatory conversions of existing preferred shares, compulsory redemption of class R preferred shares, and amendments to the bylaws. They also set out the mechanics of tag-along rights, voting limits, poison pill thresholds and public tender offer obligations when certain ownership levels are reached.

Other 6-K filings focus on ADS programs and distributions, including the creation of Preferred Class B1 ADSs, the distribution of preferred class C ADSs, record dates for holders of common and preferred ADSs, and tax considerations for Brazilian resident and non-resident investors in connection with redemptions and capital gains. These filings are particularly relevant for investors holding EBR-related securities through depositary receipts.

A Form 25 (25-NSE) filing by the New York Stock Exchange LLC documents the removal from listing and/or registration of the American Depositary Shares of Brazilian Electric Power Co (each representing one preferred share) from the NYSE under Section 12(b) of the Securities Exchange Act of 1934. This filing is the key reference for understanding the delisting of that ADS class from the exchange.

On Stock Titan, these filings are updated as they are made available through EDGAR and can be paired with AI-powered summaries that highlight the main points of lengthy documents. Users can quickly see which filings address bylaw changes, share class restructurings, ADS distributions, tender offer rules or listing status, and then drill into the full text when more detail is needed.

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Centrais Elétricas Brasileiras S.A. – Eletrobrás filed a Form 6-K providing the minutes of the 586th meeting of its Fiscal Council, referred to as Axia Energia. The filing lists the council’s composition, including the chairman and several members, along with governance secretariat representatives.

The report is signed by Vice-President of Finance and Investor Relations Eduardo Haiama, confirming it as an official company communication. It also reiterates the company’s standard forward-looking statement language, highlighting economic, regulatory, operational, and hydrological risks that may affect future results.

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Centrais Elétricas Brasileiras S.A. – Eletrobrás filed a Form 6-K summarizing the 1,081st meeting of its board of directors, held on November 28, 2025. The report certifies that the chairman Vicente Falconi Campos and all listed directors participated, along with key governance executives and permanent guests, indicating full board attendance. It explains that the substantive resolutions from this meeting were not disclosed because they concern exclusively internal matters protected by confidentiality rules under Brazilian corporate law. The document is formally signed in Rio de Janeiro by the Governance Secretary and by the Vice-President of Finance and Investor Relations, and it reiterates the company’s standard cautionary language about forward-looking statements and associated risks.

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Centrais Elétricas Brasileiras S.A. – Eletrobrás convenes an Extraordinary General Meeting on December 19, 2025, to be held exclusively in digital format via the Atlas AGM platform. Shareholders will vote as a single block on creating several new preferred share classes (PNA1, PNB1, PNR and PNC), restructuring existing preferred shares through mandatory conversions and redemption of a new redeemable class PNR, and granting common and new preferred shares tag-along rights in a sale of control.

The agenda also includes increasing the authorized capital limit, giving the Board power to issue the new PNC class under authorized capital, and making broad amendments to the bylaws to reflect the new share structure, voting rights, poison pill mechanics and board election rules. Participation and remote voting procedures, deadlines for sending ballots and qualification documents, and requirements related to shareholder group affiliation are detailed and supported by a separate Management Proposal available on the company’s website and Brazilian regulatory platforms.

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Centrais Elétricas Brasileiras S.A. – Eletrobrás has called an exclusively digital Extraordinary General Meeting to vote on a broad restructuring of its share capital and bylaws. Proposals include creating new preferred share classes PNA1, PNB1, PNR and PNC, with the new classes generally mirroring existing rights but adding tag-along rights in a public tender offer following a sale of control.

The agenda also covers mandatory conversion of current PNA and PNB shares into combinations of PNA1, PNB1 and PNR, compulsory redemption of all PNR shares based on a calculation set out in the management proposal, and granting common shareholders tag-along rights in a control sale. Further items include increasing the authorized capital limit, multiple detailed amendments to the bylaws to reflect the new structure and voting rights, and subsequent consolidation of the bylaws.

Shareholders may vote remotely via distance voting ballots submitted through the bookkeeping agent, custody agents, B3’s investor system, or directly through the Atlas AGM website or app, which will also host the fully digital meeting.

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Centrais Elétricas Brasileiras S.A. – Eletrobras outlines a broad restructuring of its share capital and bylaws to enable a large bonus-share distribution and stronger shareholder protections. The company plans to let the Board capitalize profit reserves via a bonus issue of new voting class “C” preferred shares (PNCs), granted free to all shareholders in proportion to existing holdings. Profit reserves totaled R$39.9 billion as of September 30, 2025.

Existing PNA and PNB preferred shares would be mandatorily converted into new PNA1 and PNB1 plus a temporary PNR class, which will be compulsorily redeemed using a formula (VRPNR = (VC/TA) × 10%) designed to replicate the current 10% dividend premium of preferred shares over common. PNA1, PNB1, PNCs and common shares gain a 100% tag‑along right in a change of control. PNCs will carry votes and be automatically converted or redeemed between 2026 and 2031 under a scheduled mechanism and ownership‑concentration limits.

The proposal also raises the authorized capital ceiling from R$100 billion to R$130 billion and updates poison‑pill rules to apply to all voting shares, while preserving the 10% vote cap per shareholder group and the Federal Government’s golden‑share veto over changes to this cap.

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Centrais Elétricas Brasileiras S.A. – Eletrobrás, through its AXIA Energia brand, reports that it has resumed studies for a potential migration to the Novo Mercado segment of B3, which is reserved for companies that follow the highest corporate governance standards.

The company explains that its Management Proposal submitted on November 27, 2025 for an Extraordinary General Meeting on December 19, 2025 seeks to capitalize profit reserves via bonus issuances of a new class of preferred shares, called PNC. These PNC shares would carry voting rights on a one share, one vote basis and would be temporary, with redemption and/or conversion into common shares by 2031, aligning the capital structure with Novo Mercado principles.

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Centrais Elétricas Brasileiras S.A. – Eletrobras called an Extraordinary General Meeting for December 19, 2025 to vote on a restructuring of its capital using profit reserves, which totaled R$ 39.9 billion in 3Q25. The plan would allow distribution of part or all of these reserves through a bonus issue of new preferred shares.

The company proposes creating Class C preferred shares (PNC), which will be granted to all shareholders in proportion to their holdings, carry voting and 100% tag-along rights, match common-share dividend rights, and be mandatorily convertible into common shares on a 1:1 basis under a schedule running to 2031. The Board may also redeem PNCs at the market price or advance conversions.

Holders of existing preferred shares PNA and PNB would see each share converted into a new PNA1 or PNB1 plus a redeemable preferred (PNR) designed to pay the 10% dividend premium owed to preferred shareholders. Eletrobras also proposes bylaw changes to align its poison pill with total voting capital and to extend 100% tag-along rights to PNA1, PNB1, and PNC shares.

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Centrais Elétricas Brasileiras S.A. (Eletrobras/AXIA Energia) reported that Fitch reaffirmed its Long-Term ratings in local and foreign currency at BB-, and its Long-Term national scale rating at AA(bra), while revising the outlook from stable to positive. Fitch’s change in outlook is based on expectations of higher cash generation and improved credit metrics, supported by announced asset sales and more favorable assumptions for energy sale prices. The ratings also reflect a large and diversified asset base that spreads operational and regulatory risks, as well as strong liquidity and financial flexibility to cover debt and support planned investments.

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Eletrobras (EBR) approved two Brazilian debenture offerings to refinance and fund operations. The parent will issue its 7th debentures in a single series totaling R$1,000,000,000 as of the issue date, due in 10 years on November 15, 2035. Interest will track the DI interbank rate plus a bookbuilt spread capped at 0.85% p.a., paid semiannually each May 15 and November 15, with principal amortizing annually starting in year eight.

Eletronorte, the subsidiary, will conduct its 9th debenture issue in a single series of R$2,000,000,000 with a 7‑year bullet maturity, semiannual interest, and a spread capped at DI + 0.65% p.a.. The parent company will provide an irrevocable surety, assuming joint and several liability for Eletronorte’s obligations.

Both offerings are automatically registered under CVM Resolution 160, allocated to Professional Investors, and placed via firm underwriting. Proceeds for each issuer will be used for general corporate purposes, including liability management. The terms permit optional early redemption features and standard default provisions defined in the indentures.

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Centrais Elétricas Brasileiras S.A. (Eletrobras) reported that its Board approved the interim financial statements for the period ended September 30, 2025 and authorized an interim dividend distribution of R$ 4,300,000,000.

The Board set per‑share amounts of R$ 1.581534687 for class A preferred (PNA), R$ 2.078419036 for class B preferred (GNP), and R$ 1.889535942 for common (ON) and the golden share. The company noted these values may vary slightly by the respective cut‑off dates due to the share repurchase program. Part of the statutory reserve calculated on June 30, 2025 will be used, and the interim dividends will be considered toward the mandatory dividend to be calculated under the 2025 profit and loss account.

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FAQ

What is the current stock price of Centrais Eletricas (EBR)?

The current stock price of Centrais Eletricas (EBR) is $11.03 as of December 22, 2025.

What is the market cap of Centrais Eletricas (EBR)?

The market cap of Centrais Eletricas (EBR) is approximately 24.8B.

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EBR Stock Data

24.80B
1.97B

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