SABESP (SBS) investors face conditional EMAE share merger pending EMAE vote

Rhea-AI Filing Summary

Companhia de Saneamento Básico do Estado de São Paulo – SABESP reports that its Extraordinary Shareholders’ Meeting approved the merger into SABESP of all shares issued by EMAE – Empresa Metropolitana de Águas e Energia S.A. that are not already held by SABESP. EMAE’s shareholders, other than SABESP, are to receive common shares issued by SABESP under the previously disclosed Protocol and Justification for the Merger of Shares.

The effectiveness of this Merger of Shares is conditional on approval by EMAE’s own Extraordinary General Shareholders’ Meeting. The Brazilian Securities Commission (CVM) has postponed that EMAE meeting for 30 days from the date EMAE provides additional information requested by CVM to its shareholders. SABESP states that further material information on the merger, including EMAE’s approval, will be disclosed in accordance with applicable law and regulations, and notes that statements about future events are subject to risks and uncertainties as described in its forward-looking statements disclaimer.

Key Figures

Postponement period: 30 days Brazilian Corporate Law: Law No. 6,404 CVM disclosure rule: CVM Resolution No. 44 +1 more

4 metrics

Postponement period 30 days Period determined by CVM for postponement of EMAE’s Extraordinary General Shareholders’ Meeting

Brazilian Corporate Law Law No. 6,404 Law cited as legal basis for SABESP’s material fact disclosure

CVM disclosure rule CVM Resolution No. 44 Resolution referenced regarding disclosure of material information in Brazil

SABESP meeting date July 30, 2026 Date on which SABESP’s Extraordinary Shareholders’ Meeting approving the merger was held

Key Terms

Material Fact, Extraordinary Shareholders’ Meeting, Merger of Shares, Protocol and Justification for the Merger of Shares, +1 more

5 terms

Material Fact regulatory

"COMPANHIA DE SANEAMENTO BÁSICO ESTADO DE SÃO PAULO – SABESP Publicly Held Company ... MATERIAL FACT"

Extraordinary Shareholders’ Meeting regulatory

"at the Extraordinary Shareholders’ Meeting held on this date (the “Meeting”)"

An extraordinary shareholders’ meeting is a special gathering called outside the regular annual meeting to vote on urgent or significant company matters, such as large mergers, major asset sales, changes to control, or amendments to governing rules. Think of it as a town-hall called when something important arises that owners must approve; investors should pay attention because outcomes can change a company’s strategy, value, or their ownership stakes quickly.

Merger of Shares financial

"pursuant to the “Protocol and Justification for the Merger of Shares Issued by EMAE"

Protocol and Justification for the Merger of Shares regulatory

"pursuant to the “Protocol and Justification for the Merger of Shares Issued by EMAE"

forward-looking statements financial

"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.

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

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FAQ

What merger involving SABESP (SBS) was approved at the Extraordinary Shareholders’ Meeting?

Shareholders approved the merger into SABESP of all EMAE shares not already held by SABESP, with EMAE shareholders (other than SABESP) receiving SABESP common shares, pursuant to the Protocol and Justification for the Merger of Shares.

Is the SABESP (SBS) and EMAE share merger already effective?

No. SABESP states the Merger of Shares only becomes effective after approval by EMAE’s Extraordinary General Shareholders’ Meeting. Until EMAE shareholders approve it, the merger remains conditional and not fully implemented.

Why was EMAE’s shareholders’ meeting on the SABESP (SBS) merger postponed?

The Brazilian Securities Commission (CVM) determined a 30-day postponement of EMAE’s Extraordinary General Shareholders’ Meeting, starting when EMAE provides shareholders with additional information requested by CVM about the merger.

What will EMAE shareholders receive in the SABESP (SBS) Merger of Shares?

Under the approved structure, EMAE shareholders other than SABESP will receive common shares issued by SABESP in exchange for EMAE shares that are merged into SABESP, as described in the merger protocol and management proposal.

How will SABESP (SBS) disclose future updates about the EMAE merger?

SABESP states that additional material information on the Merger of Shares, including the outcome of EMAE’s shareholders’ meeting, will be disclosed in accordance with applicable Brazilian law and CVM regulations.

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For July, 2026

(Commission File No. 1-31317)

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

(Exact name of registrant as specified in its charter)

Basic Sanitation Company of the State of Sao Paulo - SABESP

(Translation of Registrant's name into English)

Rua Costa Carvalho, 300
São Paulo, S.P., 05429-900
Federative Republic of Brazil

(Address of Registrant's 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 if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1)__.

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)__.

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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 

COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP

Publicly Held Company

CNPJ/MF No. 43.776.517/0001-80

MATERIAL FACT

COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP (“Company”), pursuant to Article 157, Paragraph 4, of Law No. 6,404, dated December 15, 1976, and CVM Resolution No. 44, dated August 23, 2021, and further to the Material Facts disclosed on April 24, 2026, June 29, 2026, and the Notice to the Market disclosed on July 29, 2026, hereby inform its shareholders and the market in general that, at the Extraordinary Shareholders’ Meeting held on this date (the “Meeting”), its shareholders approved, among other matters, the merger into the Company of all shares issued by EMAE not held by the Company, with the delivery to EMAE’s shareholders (other than the Company) of common shares issued by the Company, pursuant to the “Protocol and Justification for the Merger of Shares Issued by EMAE - Empresa Metropolitana de Águas e Energia S.A. into Companhia de Saneamento Básico do Estado de São Paulo – SABESP”, executed on June 29, 2026, and the management proposal submitted to the Meeting (the “Merger of Shares”).

The effects of the Merger of Shares are conditioned upon the respective approval by the Extraordinary General Shareholders’ Meeting of EMAE - Empresa Metropolitana de Águas e Energia S.A. (“EMAE” and “EMAE’s Shareholders Meeting”, respectively), which postponement was determined by the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) for a period of 30 days, as from the date on which EMAE makes available to its shareholders the additional information required by CVM.

Material additional information regarding the Merger of Shares, including its approval by the EMAE’s Shareholders Meeting, will be timely disclosed by the Company pursuant to applicable law and regulations.

São Paulo, July 30, 2026.

DANIEL SZLAK

Chief Financial Officer and Investor Relations Officer

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, in the city São Paulo, Brazil.

Date: July 31, 2026

Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By:	/s/  Daniel Szlak
	Name: Daniel Szlak Title: Chief Financial Officer and Investor Relations 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.