AXIA Energia修訂優先股贖回及轉換時間表 縮短至9及13個交易時段

6-K
1
axia20260805_6k2.htm
6-K

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 August, 2026

 

Commission File Number 1-34129

 

 

AXIA Energia S.A.

(Exact name of registrant as specified in its
charter)

AXIA Energia S.A.

(Translation of Registrant's name into English)

Avenida Graça Aranha, 26
Centro, CEP 20030-900
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____

  

  

 

 

New procedure for redemption or conversion of
PNC shares

Rio de Janeiro, August 5, 2026, AXIA
Energia S.A. (“Company” or “AXIA Energia”) hereby informs, in addition to the Market Announcement and the Material
Fact disclosed on June 9 and June 14, 2026, respectively, that, following the successful completion of the first redemption or conversion
transaction of the Class “C” preferred shares (“PNC Shares”), the deadlines applicable to future transactions
have been revised.

The new deadlines will be counted based
on the number of trading sessions on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), consisting of 9 trading sessions
for the delivery of common shares resulting from the conversion and 13 trading sessions for the payment of the redemption amount, replacing
the 12 and 16 business-day periods adopted in the first transaction.

The deadlines applicable to future transactions
will be as follows:

·          
D0 - Announcement of the transaction: The Board of Directors will
resolve on the amount to be redeemed, and the redemption value per PNC Share will correspond to the closing price of the Company's common
shares on the trading session immediately preceding the respective resolution date (D-1).

·          
D+2 tradings - Record date: The record date for determining
shareholders eligible for redemption or conversion will correspond to the second trading session following the disclosure of the respective
transaction.

If the announcement is made before the opening
of trading on D0, the record date will correspond to the trading session of the business day immediately following the announcement, considering
the shareholding position as of the close of that trading session.

If the transaction announcement is made
after the close of trading on D0, the record date will correspond to the second trading session following the announcement, considering
the shareholding position as of the close of that trading session.

·         
D+3 tradings - Ex-rights date: PNC Shares will begin trading ex-rights
as of the third trading session following the announcement of the transaction.

·         
D+3 a D+6 tradings - Tax treatment for non-resident investors: non-resident
investors must submit the information below to the Company in an Excel spreadsheet format by e-mail to [email protected], with the subject
line “PNC Redemption – Capital Gain”:

 
 Name
 CPF/CNPJ
 Tax Residency
 Was the investment made in accordance with the rules of the National Monetary Council (Joint Resolution No. 13/2024)?
 Number of shares
 Average acquisition cost per PNC Share
 Eligible for an exemption from or reduction in the withholding income tax (IRRF) rate?

  
  
  
 [Yes / No]
  
  
 [Yes / No]

 

 

  

  

 

 

·D+5 to D+7 tradings - Election period:
holders of PNC Shares may express, within a period of 3 business days, including the fifth trading session following the transaction announcement,
express their intention to elect, in lieu of redemption, the full or partial conversion of the PNC Shares subject to redemption into common
shares at a ratio of 1:1. Shareholders who do not submit their election within the prescribed period will have their PNC Shares automatically
redeemed.

Election channels: 

oThrough their respective custodian agent/broker,
for shareholders whose shares are deposited with the B3 Central Depository; or

oThrough Itaú Corretora de Valores S.A.,
the registrar of the Company’s shares, for shares held in book-entry form.

·          
D+9 tradings – Delivery of common shares issued as a result of
the conversion of PNC Shares.

·          
D+13 tradings - Redemption Payment Date. 

Treatment of fractions: Pursuant
to Article 11, Paragraph 10, Item V of the Bylaws, fractional shares will be disregarded for purposes of the redemption of PNC Shares.

Treatment of holders of American Depositary
Receipts (“ADRs”): Holders of ADRs backed by PNC Shares will not be entitled to elect conversion into common shares.
The PNC Shares underlying such ADRs will be mandatorily redeemed, and Citibank N.A., as depositary, will receive the redemption proceeds
and distribute them to the respective ADR holders.

Payment to ADR holders will be made within
up to seven business days following the redemption payment date applicable to holders of PNC Shares traded on B3.

The Company has made available, on its Investor
Relations website, a dedicated page regarding the redemption or conversion of PNC Shares. To access it, click here.

Eduardo Haiama

Vice President of Finance and Investor
Relations

 

 

 

  

  

 

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: August 5, 2026

 AXIA Energia S.A.

  
  
  

 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.