AXIA Energia完成5億雷亞爾債券發行 獲brAAA評級

6-K
1
axia20260730_6k.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 July, 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____

  

  

 

 

 

 

THIS NOTICE IS FOR INFORMATIONAL
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES.

 

CLOSING NOTICE

 

OF THE PUBLIC OFFERING, UNDER
THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN A SINGLE SERIES, FOR
PUBLIC DISTRIBUTION, OF THE 11TH (ELEVENTH) ISSUANCE OF

 

 

AXIA ENERGIA S.A.

CNPJ no. 00.001.180/0001-26

 

in the amount of

 

R$ 500,000,000.00

(five hundred million reais)

 

ISIN CODE OF DEBENTURES: BRAXIADBS0I5

 

Final Issue Risk Rating of
“brAAA” assigned by Standard & Poor’s Ratings do Brasil Ltda.*

 

*This rating was made on July
21, 2026; the characteristics of this security are subject to change.

 

DISCLOSURE OF A PROSPECTUS
WAS WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE INFORMATION SHEET, IN ACCORDANCE WITH §1 OF ARTICLE 23, BOTH OF CVM RESOLUTION
160 (AS DEFINED BELOW) FOR THE EXECUTION OF THIS OFFER (AS DEFINED BELOW).

 

THE REGISTRATION OF THE OFFER
OF THE DEBENTURES WAS AUTOMATICALLY GRANTED BY THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (“CVM”) ON JULY 27, 2026,
UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/368.

 

1SECURITY
OFFERED AND IDENTIFICATION OF THE OFFEROR

 

AXIA ENERGIA S.A., a corporation
registered as a securities issuer, category “A”, before the CVM, in an operational phase, headquartered in the city of Rio
de Janeiro, state of Rio de Janeiro, at Avenida Graça Aranha, nº 26, Loja A, Centro, CEP 20.030-900, registered with the National
Register of Legal Entities of the Ministry of Finance (“CNPJ”) under no. 00.001.180/0001-26, with its constitutive
acts registered with the Board of Trade of the State of Rio de Janeiro under NIRE 33.300.346.767 (“Issuer”), together
with BTG PACTUAL INVESTMENT BANKING LTDA., an institution that is part of the securities distribution system, with an office in
the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 3.477, 14º andar, CEP 04538-133,
registered with the CNPJ under no. 46.482.072/0001-13

  

  

 

 

(“Lead
Coordinator”) and XP INVESTIMENTOS CORRETORA DE CÂMBIO, TÍTULOS E

VALORES MOBILIÁRIOS
S.A., a financial institution that is part of the securities distribution system, headquartered in the city of Rio de Janeiro, State
of Rio de Janeiro, at Praia do Botafogo, nº 501, bloco 1, CEP 22.250-911, enrolled with the CNPJ under No. 02.332.886/0001-04 (“XP
Investimentos” and, together with the Lead Coordinator, the “Coordinators”), hereby communicate, on this
date, pursuant to article 76 of CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160” and “Closing
Announcement”, respectively), the closing of the public distribution of 500,000 (five hundred thousand) simple debentures, not
convertible into shares, of the unsecured type, in a single series, of the 11th (eleventh) issuance of the Issuer ("Debentures"
and "Issuance", respectively), all with a par value of R$1,000.00 (one thousand reais), on the issuance date, that is,
July 15, 2026 (“Unit Par Value" and "Issuance Date", respectively), totaling, on the Issuance Date,
the amount of R$500,000,000.00 (five hundred million reais), as provided for in the "Private Instrument for the 11th (Eleventh)
Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the
Automatic Registration Procedure, of AXIA Energia S.A.", entered into on July 17, 2026, between the Issuer, and VÓRTX
DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., a financial institution

authorized to operate by the
Central Bank of Brazil, incorporated as a limited liability company, headquartered in the city of São Paulo, State of São
Paulo, at Rua Gilberto Sabino, nº 215, 4º andar, Pinheiros, CEP 05.425-020, enrolled with the CNPJ under no. 22.610.500/0001-88
(www.vortx.com.br), as trustee, representing the communion of the holders of the Debentures (“Trustee” and “Original
Issuance Deed”, respectively), as amended by the “First Amendment to the Private Instrument for the 11th (Eleventh)
Issue of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution, under the
Automatic Registration Procedure, of AXIA Energia S.A.”, entered into on July 27, 2026, between the Issuer and the Trustee (“First
Amendment to the Original Issuance Deed” and, when together with the Original Issuance Deed, “Issuance Deed”),
intended for professional investors, as defined under the terms of articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended
(“Professional Investors”), in the terms of Law No. 6.385, of December 7, 1976, as amended, CVM Resolution 160 and
other applicable legal provisions ("Offer").

 

The Debentures were issued in
the manner provided for in article 2 of Law No. 12.431, of June 24, 2011, as amended (“Law 12.431”), and in Decree
No. 11.964, of March 26, 2024, as amended (“Decree 11.964”), or rules that amend, replace or complement them. The Project
(as defined below) was filed with the National Secretariat for Energy Transition and Planning of the Ministry of Mines and Energy (“MME”)
under No. 48340.004093/2026-64, on July 07, 2026.

 

Pursuant to article 2, paragraph 1,
of Law 12.431, Decree 11.964, and Resolution of the National Monetary Council ("CMN") No. 5.034, of July 21, 2022, as
amended ("CMN Resolution 5.034"), the funds raised by the Issuer through the Debentures will be used exclusively for
future payment, reimbursement of expenses, costs or debts related to the implementation of the project described below ("Project")
that have occurred within a period equal to or less than 48 (forty-eight) months from the closing date of the Offer:

 

 

 

  

  

 

 

 

2BOOKKEEPER

 

The institution providing bookkeeping
services for the Debentures under this Issue is BTG PACTUAL SERVIÇOS FINANCEIROS S.A. DTVM, headquartered at Praia de Botafogo,
nº 501, 5º andar (parte), Botafogo, city of Rio de Janeiro, state of Rio de Janeiro, CEP 2250-040, registered with the CNPJ
under No. 59.281.253/0001-23 (“Bookkeeper”), a term that includes any other institution that may succeed the Bookkeeper
in providing the bookkeeping services set forth in this Issuance Deed, which shall be responsible for maintaining the records of the Debentures,

  

  

 

 

among other responsibilities defined in the regulations issued
by the CVM and B3.

 

 

3FINAL DISTRIBUTION DATA

 

The final distribution data for the Offer are shown
in the table below, in accordance with Annex N of CVM Resolution 160.

 

 
 Debentures

 
 
  

  

 Investor Type

 
  

 Number of Debenture Subscribers

 Number of Subscribed and Paid-in Debentures

 
 Individuals
 4
 880

 
 Investment Clubs
 -
 -

 
 Investment Funds
 29
 30,720

 
 Private Pension Entities 
 -
 -

 
 Insurance Companies
 -
 -

 
 Foreign Investors
 -
 -

 
 Intermediary Institutions participating in the distribution consortium
 -
 -

 
 Financial institutions linked to the Issuer and consortium participants
 2
 468,400

 
 Other Financial Institutions
 -
 -

 
 Other legal entities linked to the Issuer and to the participants of the consortium
 -
 -

 
 Other legal entities
 -
 -

 
 Partners, administrators, employees, agents and other persons related to the Issuer and the participants of the consortium
 -
 -

 
 Total
 35
 500,000

 
 

4ADDITIONAL INFORMATION

 

Additional information regarding
the Issue, the Offer, the distribution and the Debentures may be obtained from the Coordinators or from the CVM.

 

The capitalized terms used in
this “Closing Notice of the Public Offering for Distribution, under the Automatic Registration Procedure, of Simple Debentures,
not Convertible into Shares, of the Unsecured Type, in Single Series, of the 11th (Eleventh) Issue of AXIA Energia S.A." (“Closing
Notice"), which are not defined herein, shall have the meaning assigned to them in the Issuance Deed.

  

  

 

 

 

CONSIDERING THAT THE OFFER
WAS SUBJECT TO THE AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION, REGISTRATION OF THE OFFER DID NOT REQUIRE PRIOR ANALYSIS BY THE
CVM AND ANBIMA. ACCORDINGLY, THE DOCUMENTS RELATING TO THE DEBENTURES AND THE OFFER HAVE NOT BEEN AND SHALL NOT BE SUBJECT TO REVIEW BY
THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS CLOSING NOTICE AND ALL OTHER OFFER DOCUMENTS.

 

FURTHER INFORMATION ABOUT THE
DISTRIBUTION MAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM THE CVM.

 

THE DEBENTURES ARE SUBJECT TO RESALE
RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160.

 

 

 

Rio de Janeiro, July 29, 2026.

 

 

 

 

 

 

 

 

LEAD COORDINATOR

 

 

 

COORDINATOR

 

 

 

 

 

 

  

  

 

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: July 30, 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.