Copel (ELPC) plans DFESA stake sale to Gerdau after rejecting rights offer

Rhea-AI Filing Summary

Companhia Paranaense de Energia – Copel is reshaping its portfolio by approving the divestment of its equity stake in Dona Francisca Energética S.A. (DFESA) to Gerdau S.A. under the same terms negotiated between Gerdau and Celesc.

The board decided not to use preemptive rights to acquire DFESA shares offered by Centrais Elétricas de Santa Catarina (Celesc), after management concluded the opportunity did not meet Copel’s minimum profitability criteria or capital allocation guidelines. Gerdau’s binding proposal is framed around a favorable market window with high energy prices and the benefit of self-generation.

The decision was unanimous and supported by prior recommendations from Copel’s Executive Board and its Investment and Innovation Committee. Management is authorized to negotiate and sign a share purchase agreement and to take all necessary measures to implement the divestment.

Insights

Equity and utilities analyst

Copel opts to sell DFESA stake after deeming expansion uneconomic.

Copel’s board chose not to increase exposure to DFESA via preemptive rights, explicitly stating the deal failed its minimum profitability criteria and capital allocation guidelines. Instead, it plans to sell its DFESA stake to Gerdau on terms aligned with Gerdau’s agreement with Celesc.

This points to a disciplined investment framework: Copel is exiting a position rather than doubling down in a project that does not clear its return hurdles. The filing does not quantify the stake or consideration, so the financial magnitude of the move cannot be gauged from this excerpt alone.

Formal authorization to negotiate and execute a share purchase agreement, backed by recommendations from the Executive Board and the Investment and Innovation Committee, suggests internal alignment on this portfolio adjustment. Future disclosures in company filings may detail pricing, proceeds, and any redeployment of capital.

Key Figures

Board meeting date: June 15, 2026 Executive Board meeting: June 10, 2026 Investment Committee meeting: June 3, 2026

3 metrics

Board meeting date June 15, 2026 267th extraordinary meeting of Copel’s Board of Directors

Executive Board meeting June 10, 2026 2,644th Executive Board meeting recommending DFESA divestment

Investment Committee meeting June 3, 2026 87th Investment and Innovation Committee meeting recommending DFESA divestment

Key Terms

Preemptive Rights, binding proposal, Share Purchase Agreement, forward-looking statements, +1 more

5 terms

Preemptive Rights financial

"the exercise of the Preemptive Rights in the acquisition of shares in Dona Francisca Energética S.A."

binding proposal financial

"It also reported the receipt of a binding proposal submitted by Gerdau S.A. to acquire Copel’s equity interest in DFESA"

Share Purchase Agreement financial

"to proceed with the negotiation and signing of a Share Purchase Agreement for the divestment of Copel’s stake in DFESA"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

forward-looking statements regulatory

"This press release may contain 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.

capital allocation guidelines financial

"therefore not in line with the Company’s capital allocation guidelines"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What strategic decision did Copel (ELPC) make regarding its DFESA investment?

Copel decided not to exercise preemptive rights to acquire additional shares in Dona Francisca Energética S.A. (DFESA) from Celesc and instead advance negotiations to sell its existing DFESA stake to Gerdau S.A., following a unanimous board decision supported by executive and committee recommendations.

Why did Copel (ELPC) decline the DFESA preemptive rights opportunity?

Copel’s management concluded the DFESA share acquisition offered by Celesc did not meet the company’s minimum profitability criteria or align with its capital allocation guidelines. Based on this assessment, the board unanimously resolved not to exercise preemptive rights and to pursue divestment instead.

Who is the buyer of Copel’s DFESA stake and what framework guides the deal?

Gerdau S.A. submitted a binding proposal to acquire Copel’s equity interest in DFESA. The transaction is intended to follow the same terms Gerdau agreed with Celesc, leveraging a market window characterized by high energy prices and the benefit of self-generation, as described in the board minutes.

What internal approvals supported Copel’s DFESA divestment decision?

The divestment was backed by a favorable recommendation from Copel’s Executive Board at its 2,644th meeting on June 10, 2026, and from the Investment and Innovation Committee at its 87th meeting on June 3, 2026, before the Board of Directors unanimously approved the resolution.

What actions did Copel (ELPC) authorize to complete the DFESA transaction?

Copel’s board authorized management to negotiate and sign a Share Purchase Agreement for the divestment of its DFESA stake, consistent with Gerdau’s binding offer. Relevant departments are empowered to take all necessary measures to implement the board’s resolution and finalize the transaction steps.

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 June, 2026

Commission File Number 1-14668

COMPANHIA PARANAENSE DE ENERGIA

(Exact name of registrant as specified in its charter)

Energy Company of Paraná

(Translation of Registrant's name into English)

José Izidoro Biazetto, 158
81200-240 Curitiba, Paraná
Federative Republic of Brazil
+55 (41) 3331-4011

(Address of principal executive offices)

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____

COMPANHIA PARANAENSE DE ENERGIA - COPEL CNPJ No. 76.483.817/0001-20 PUBLIC COMPANY CVM Registration No. 1431-1 NIRE 41300036535 CERTIFICATE OF THE MINUTES OF THE 267th EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS I hereby certify, for all intents and purposes, that on June 15, 2026, at 8:00 a.m., the members of the Board of Directors, who have signed below, held this meeting via videoconference to address the matter on the agenda. The Board of Directors deliberated on: 01. DONA FRANCISCA ENERGÉTICA S.A. - DFESA - NON-EXERCISE OF PREEMPTIVE RIGHTS AND DIVESTITURE OF COPEL’S STAKE TO GERDAU S.A. - Mr. Diogo Mac Cord de Faria, Vice President of Strategy, New Business, and Digital Transformation, presented information and detailed the negotiations related to the notice received from Centrais Elétricas de Santa Catarina - Celesc regarding the exercise of the Preemptive Rights in the acquisition of shares in Dona Francisca Energética S.A. - DFESA, currently held by Celesc. He reported that the business opportunity does not meet Copel’s minimum profitability criteria and is therefore not in line with the Company’s capital allocation guidelines. It also reported the receipt of a binding proposal submitted by Gerdau S.A. to acquire Copel’s equity interest in DFESA, which Gerdau justifies based on the current market window of opportunity characterized by high energy prices and the absence of potential buyers with equivalent proposals that take into account the benefit of self-generation. After analyzing and discussing the information provided, receiving the clarifications deemed necessary, and considering the favorable recommendation of the Executive Board, issued at its 2,644th Meeting on June 10, 2026, as well as that of the Investment and Innovation Committee at its 87th Meeting on June 3, 2026, the Board of Directors unanimously resolved: (a) not to exercise the Preemptive Rights to acquire a portion of Celesc’s shares in Dona Francisca Energética S.A.; and (b) to proceed with the negotiation and signing of a Share Purchase Agreement for the divestment of Copel’s stake in DFESA, under the same terms as the agreement reached between Gerdau and Celesc, in accordance with the Binding Offer formalized by Gerdau to Copel and the details set forth in the material made available, which remains in the custody of the Department of Secretariat; and (c) to authorize the relevant departments to take all necessary measures to implement this resolution. -------------------------- Attendees: MARCEL MARTINS MALCZEWSKI (Chairman); GERALDO CORRÊA DE LYRA JUNIOR; HARRY SCHMELZER JUNIOR; JACILDO LARA MARTINS; MARCO ANTÔNIO BARBOSA CÂNDIDO; MOACIR CARLOS BERTOL; PEDRO FRANCO SALES; RAUL ALMEIDA CADENA; VIVIANE ISABELA DE OLIVEIRA MARTINS; and ISABEL ZAICZUK RAGGIO (Secretary). ISABEL ZAICZUK RAGGIO Copel’s Secretary of Governance

 

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 June 25, 2026

COMPANHIA PARANAENSE DE ENERGIA – COPEL
By:	/S/  Daniel Pimentel Slaviero
	Daniel Pimentel Slaviero Chief Executive Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.