重大事件
外國發行人報告
6-K
2026-08-06
AXIA Energia披露C類優先股贖回稅務安排 非居民股東預扣稅率最高25%
AI 繁中摘要
📄 申報類型：美國證交會（SEC）6-K表格（外國私人發行人報告）
🇧🇷 巴西電力公司 AXIA Energia S.A. 於2026年8月6日就C類優先股（PNC）贖回的公佈，補充說明相關稅務處理安排，屬程序性披露。
🔑 關鍵日期及金額：
- 確定股東名冊基準日：2026年8月7日收市後
- 贖回價：每股相當於公司普通股於2026年8月5日收市價，即巴西雷亞爾 53.71 元
- 付款日期：2026年8月24日，以巴西貨幣一次性支付
- ADR持有人將在B3市場優先股持有人獲付款後最多7個工作天內收到款項
💰 稅務要點：
- 巴西居民投資者：因贖回而實現的收益，須按適用稅務規則繳納所得稅及其他稅項，公司提醒投資者自行諮詢顧問。
- 非居民投資者：公司可能就資本收益預扣所得稅（WHT）。資本收益為每股贖回金額與購入成本之間的正差額。
- 預扣稅率分三級：一般15%；按情況15%至22.5%；若股東所在國家或地區屬優惠稅制，稅率為25%。
- 未按時提交資料的後果：公司會視購入成本為零（R$0.00）；若未提供居住地或稅務居民身份資料，收益將按25%稅率預扣。
📋 非居民投資者須於2026年8月13日下午6時（巴西利亞時間）前，填妥附件一試算表，連同購入成本證明文件，電郵至 [email protected]，郵件標題註明「PNC Redemption – Capital Gain」。若符合任何免稅或扣減稅率安排，亦須在表格內註明法律依據及證明文件。
📌 對投資者的潛在影響：
- 非居民股東必須按時提交文件，否則可能被視作零成本購入，導致較高預扣稅。
- 贖回以巴西雷亞爾支付，涉及匯率風險；ADR持有人實際收款時間較B3股東稍遲。
- 是次6-K屬贖回稅務安排的補充披露，公司未有提供新一份管理層業績展望；投資者應注意申報程序合規，以免影響贖回款項淨額。
展開英文正文
6-K 1 axia20260806_6k1.htm 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August, 2026 Commission File Number 1-34129 AXIA Energia S.A. (Exact name of registrant as specified in its charter) AXIA Energia S.A. (Translation of Registrant's name into English) Avenida Graça Aranha, 26 Centro, CEP 20030-900 Rio de Janeiro, RJ, Brazil (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes _______ No___X____ PNC Redemption – Tax Treatment Rio de Janeiro, August 06, 2026, AXIA Energia S.A. (“Company” or “AXIA Energia”) in addition to the Material Fact disclosed on this date, regarding the announcement of the redemption of the Company’s class “C” preferred shares (“PNC”), the Company hereby informs shareholders of the tax treatment applicable to this transaction. For purposes of the redemption, the shareholder position held at the end of August 07, 2026, will be considered as the record date. The redemption amount will be equivalent to the closing trading price of the Company’s common shares on the trading session held on August 05, 2026, namely R$ 53.71. Finally, payment of the redemption amount will be made in Brazilian currency, in a single installment, on August 24, 2026. Payment to ADR holders will occur within up to seven business days following the payment made to holders of redeemed PNC shares traded on B3. 1. Brazilian resident investors Any gains realized by shareholders holding PNC shares who are resident in Brazil, including individuals and legal entities, investment funds, or other entities, as a result of the redemption may be subject to the incidence of income tax and other taxes, in accordance with the legal and regulatory rules applicable to each category of investor. Such shareholders are responsible for consulting their own advisors to assess the applicable taxation and for the payment of any taxes due. 2. Non-resident investors Pursuant to the applicable legislation, the Company may withhold a portion of the amount due to shareholders who are not resident in Brazil, in an amount corresponding to the Withholding Income Tax (“WHT”) levied on any capital gain realized as a result of the redemption of the PNC shares. The capital gain shall correspond to the positive difference, if any, between: •the redemption amount per sharet; and •the acquisition cost of the AXIA Energia shares held by the non-resident investor. The WHT shall be withheld and collected by the Company in accordance with the legal and regulatory rules applicable to each type of non-resident investor, subject to the following rates: (i)15%; (ii)15% to 22,5%; or (iii)25%, in the case of a shareholder resident in a country or dependency with a favorable tax regime, pursuant to the legislation and regulations of the Brazilian Federal Revenue Service. AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Any WHT withheld and collected by the Company shall be deducted from the amount payable to shareholders as the redemption amount for the PNC shares. In order to enable the calculation of any capital gain, shareholders who are not resident in Brazil must complete and electronically submit to the Company, directly or through their custody agents, the template spreadsheet attached as Annex I to this Shareholders’ Notice. The spreadsheet must be completed and submitted by e-mail, in Excel format, to the following e-mail address: [email protected], with the subject line “PNC Redemption – Capital Gain”, together with proper supporting documentation evidencing the acquisition cost informed, which must be attached to the same e-mail. If a non-resident shareholder benefits from an exemption or reduction of the WHT rate, as well as from any other tax relief provided for under Brazilian legislation or international treaties, such condition must be reflected in the spreadsheet and accompanied by the respective legal basis and the relevant supporting documentation. The information and documents must be submitted to the Company by 6:00 p.m. (Brasília time) on August 13, 2026. The Company shall rely exclusively on the information and documents provided by the shareholders for purposes of calculating the capital gain, and such shareholders shall be fully responsible for the truthfulness, accuracy, and completeness of the information provided. The Company, pursuant to the applicable legislation and regulations of the Brazilian Federal Revenue Service: (i)shall consider the acquisition cost to be zero (R$0.00) for non-resident shareholders who fail to submit the information and supporting documentation within the deadline and in the manner indicated above; and (ii)shall apply the 25% rate on gains realized by non-resident shareholders who fail to inform their country or jurisdiction of residence or tax domicile. For further clarification, shareholders may contact the Company’s Investor Relations department by e-mail at [email protected]. Eduardo Haiama Vice President of Finance and Investor Relations AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 Annex I ACQUISITION COST INFORMATION Name CPF/CNPJ Tax Domicile Investment made in accordance with the rules of the National Monetary Council (Joint Resolution No. 13/2024)? Number of shares Average acquisition cost of the PNC shares Are you entitled to an exemption from, or reduction of, the Withholding Income Tax rate? [Yes / No] [Yes / No] AXIA Energia S.A. 00.001.180/0001-26 Avenida Graça Aranha, 26 – Centro Rio de Janeiro │RJ – Brasil │20030-900 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 6, 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.