Sabesp (NYSE: SBS) weighs EMAE share incorporation plan

Rhea-AI Filing Summary

Companhia de Saneamento Básico do Estado de São Paulo – Sabesp and EMAE plan to study a possible share-based reorganization. Management of both companies will assess the feasibility of Sabesp incorporating all EMAE shares it does not already own, under Brazilian corporate law.

The study will map required approvals and procedures and create independent committees to negotiate an exchange ratio, following Brazilian securities guidance. If ultimately approved by boards and shareholders, EMAE would become a wholly owned Sabesp subsidiary and EMAE shareholders would receive Sabesp shares. The goal is to simplify the corporate structure, consolidate shareholder bases into one company and reduce operating costs.

Insights

Latin America utilities analyst

Sabesp and EMAE are exploring a share swap that could streamline their structure.

The companies disclosed that management will study a potential incorporation of all EMAE shares into Sabesp, using a share exchange structure under Brazilian corporate law. Independent committees will negotiate the exchange ratio, aligning with local governance guidance to protect minority investors.

If boards and shareholders eventually approve, EMAE would become a wholly owned Sabesp subsidiary and EMAE shareholders would receive Sabesp shares. The move is described as aiming to simplify the corporate structure and reduce operating costs, but timing, final terms and impact depend on the feasibility study and subsequent approvals.

Key Terms

Share Incorporation, wholly owned subsidiary, independent committees, exchange ratio, +1 more

5 terms

Share Incorporation financial

"the feasibility of the incorporation, by Sabesp, of all shares issued by EMAE"

wholly owned subsidiary financial

"EMAE will become a wholly owned subsidiary of Sabesp"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

independent committees financial

"establishment of independent committees to negotiate the exchange ratio"

exchange ratio financial

"independent committees to negotiate the exchange ratio"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

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.

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FAQ

What did Sabesp (SBS) and EMAE announce in this Form 6-K?

Sabesp and EMAE announced that their managements will study the feasibility of Sabesp incorporating all EMAE shares it does not already own. This possible share transaction follows Brazilian corporate rules and could lead to EMAE becoming a wholly owned Sabesp subsidiary if fully approved.

What is the proposed Share Incorporation between Sabesp (SBS) and EMAE?

The proposed Share Incorporation would involve Sabesp acquiring all EMAE shares it does not already hold, in exchange for Sabesp shares. The companies plan to form independent committees to negotiate an exchange ratio, in line with Brazilian securities guidance, before seeking board and shareholder approvals.

How would EMAE shareholders be affected if the Share Incorporation is approved?

If the Share Incorporation is approved by corporate bodies and shareholders, EMAE would become a wholly owned subsidiary of Sabesp. EMAE shareholders would no longer hold EMAE stock; instead, they would receive Sabesp shares based on an exchange ratio negotiated by independent committees.

Why are Sabesp (SBS) and EMAE considering this Share Incorporation?

Sabesp and EMAE state that the Share Incorporation aims to simplify and optimize their corporate structure. By consolidating shareholder bases into a single company and integrating operations, they expect to reduce operating costs and streamline governance, subject to feasibility analysis and required approvals.

What governance safeguards are planned for the Sabesp–EMAE Share Incorporation study?

The companies plan to establish independent committees to negotiate the share exchange ratio, following Brazilian Securities Commission guidance. The feasibility study will also identify necessary authorizations, conditions and procedures, and any final transaction would still require approval by management bodies and shareholders.

Is the Sabesp (SBS) and EMAE Share Incorporation already approved and definitive?

No, the companies have only announced that management will study the feasibility of the Share Incorporation. The potential transaction still depends on the outcome of this analysis and on formal approvals by the relevant corporate bodies and shareholders before any structure becomes effective.

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 April, 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 43.776.517/0001-80 NIRE nº 35.3000.1683-1     EMAE – EMPRESA METROPOLITANA DE ÁGUAS E ENERGIA S.A. PUBLICLY HELD COMPANY CNPJ Nº 02.302.101/0001-42 NIRE 35300153243

MATERIAL FACT

Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (“Sabesp”) and EMAE – Empresa Metropolitana de Águas e Energia S.A. (“EMAE” and, together with Sabesp, the

“Companies”), in compliance with the provisions of Brazilian Securities Commission (“CVM”) Resolution No. 44, dated August 23, 2021, as amended, hereby inform their shareholders and the market in general that their respective managements will assess the feasibility of the incorporation, by Sabesp, of all shares issued by EMAE not already held by Sabesp, pursuant to Article 252 of Brazilian Law No. 6,404, dated December 15, 1976, as amended (“Share Incorporation”).

The feasibility study of the Share Incorporation will include the identification of the authorizations, conditions, and procedures required for its implementation, as well as the establishment of independent committees to negotiate the exchange ratio, in accordance with CVM Guidance Opinion No. 35, dated September 1, 2008.

If the Share Incorporation is effectively approved by the Companies’ management bodies and their shareholders, EMAE will become a wholly owned subsidiary of Sabesp, and EMAE’s shareholders will receive, in exchange, shares issued by Sabesp, in accordance with the exchange ratio to be negotiated by the aforementioned independent committees.

The proposed Share Incorporation aims to simplify and optimize the Companies’ corporate structure by consolidating their shareholder bases into a single company and reducing operating costs.

The Companies will keep their shareholders and the market in general duly informed of any developments regarding the Share Incorporation, in accordance with applicable law.

São Paulo, April 24, 2026

  DANIEL SZLAK Chief Financial Officer and Investor Relations Officer of Companhia de Saneamento Básico do Estado de São Paulo – Sabesp   Pedro Borges Petersen Chief Financial Officer, Investor Relations Officer and Administrative Officer of EMAE – Empresa Metropolitana de Águas e Energia S.A.

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: April 27, 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.