AXIA Energia SEC Filings

AXIA Energia S.A., a Brazilian foreign private issuer, has filed its Form 20-F with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2025. The annual report is available on both the SEC’s website and AXIA Energia’s investor relations website.

The company also reiterates that its materials may contain forward-looking statements identified by terms such as “believes”, “anticipates” and “expects”, and highlights numerous risk factors, including Brazilian economic conditions, interest and inflation levels, currency movements, regulatory changes, rainfall patterns affecting hydroelectric plants, indebtedness, and other risks described in its annual report.

AXIA Energia S.A. reports that a public civil action brought by ABRADIN, a Brazilian investors’ association, over its privatization and corporate restructuring has been definitively dismissed on appeal. On April 8, 2026, the Federal Regional Court of the 2nd Region unanimously denied ABRADIN’s appeal and upheld the prior judgment dismissing the case, which alleged investor losses and inadequate consideration in transfers related to Itaipu Binacional and Eletronuclear S.A. The value of the cause had been set at R$ 1,000.00.

AXIA Energia S.A. reports that a public civil action brought by ABRADIN, a Brazilian investors’ association, over its privatization and corporate restructuring has been definitively dismissed on appeal. On April 8, 2026, the Federal Regional Court of the 2nd Region unanimously denied ABRADIN’s appeal and upheld the prior judgment dismissing the case, which alleged investor losses and inadequate consideration in transfers related to Itaipu Binacional and Eletronuclear S.A. The value of the cause had been set at R$ 1,000.00.

AXIA Energia S.A., formerly Centrais Elétricas Brasileiras (Eletrobras), files its Form 20-F annual report outlining its operations as a major Brazilian power generator and transmitter and detailing extensive risk factors. The company highlights its recent rebranding and privatization, ongoing court challenges to that privatization, and obligations tied to renewed 30-year generation concessions. It explains a gradual shift from regulated quotas to energy commercialization in Brazil’s Free Market, increasing exposure to price, hydrological and counterparty risks. AXIA also discusses significant litigation over historic compulsory loans, potential liabilities from past management of sectoral funds and government programs, and regulatory uncertainty around transmission compensation (RBSE). Additional risks include high leverage and covenant restrictions, pension plan deficits, cyber and AI-related threats to critical infrastructure, climate and hydrological volatility affecting hydro generation, dam safety and environmental liability, labor unrest, and evolving Brazilian tax and data protection regimes.

AXIA Energia S.A., formerly Centrais Elétricas Brasileiras (Eletrobras), files its Form 20-F annual report outlining its operations as a major Brazilian power generator and transmitter and detailing extensive risk factors. The company highlights its recent rebranding and privatization, ongoing court challenges to that privatization, and obligations tied to renewed 30-year generation concessions. It explains a gradual shift from regulated quotas to energy commercialization in Brazil’s Free Market, increasing exposure to price, hydrological and counterparty risks. AXIA also discusses significant litigation over historic compulsory loans, potential liabilities from past management of sectoral funds and government programs, and regulatory uncertainty around transmission compensation (RBSE). Additional risks include high leverage and covenant restrictions, pension plan deficits, cyber and AI-related threats to critical infrastructure, climate and hydrological volatility affecting hydro generation, dam safety and environmental liability, labor unrest, and evolving Brazilian tax and data protection regimes.

AXIA Energia S.A. filed amended bylaws detailing its capital structure, governance and shareholder rights. Capital stock is BRL 70,135,201,405.27, divided into more than 2.3 billion shares across multiple common and preferred classes, including a special class held by the Federal Government.

The bylaws cap any shareholder or group’s voting power at 10% of voting capital and define when shareholders must launch tender offers: above 30% or 50% of voting capital, with required offer prices at least 100% or 200% higher than the highest common-share price over the prior 504 trading sessions, updated by SELIC. Class C and R preferred shares feature automatic conversion and redemption mechanics through 2031, and at least 25% of adjusted annual net income must be distributed as dividends. The Federal Government receives a veto right over changes to voting limits and a personal right to elect specific board and fiscal council members under defined ownership thresholds.

AXIA Energia S.A. filed amended bylaws detailing its capital structure, governance and shareholder rights. Capital stock is BRL 70,135,201,405.27, divided into more than 2.3 billion shares across multiple common and preferred classes, including a special class held by the Federal Government.

The bylaws cap any shareholder or group’s voting power at 10% of voting capital and define when shareholders must launch tender offers: above 30% or 50% of voting capital, with required offer prices at least 100% or 200% higher than the highest common-share price over the prior 504 trading sessions, updated by SELIC. Class C and R preferred shares feature automatic conversion and redemption mechanics through 2031, and at least 25% of adjusted annual net income must be distributed as dividends. The Federal Government receives a veto right over changes to voting limits and a personal right to elect specific board and fiscal council members under defined ownership thresholds.

AXIA Energia S.A. filed a Form 6-K/A to furnish a fully updated Code of Conduct that sets ethical, environmental, social and governance standards for all its operations. The code organizes commitments around People, Planet, Governance and Prosperity and applies to directors, employees, contractors and partners.

It reinforces human rights, diversity and workplace safety, bans discrimination, harassment and degrading labor, and promotes professional development and merit-based evaluation. AXIA Energia states zero tolerance for fraud and corruption, aligning with Brazilian law and the FCPA, and requires accurate books, internal controls and fair competition practices.

The document details rules on conflicts of interest, business courtesies, political neutrality, data protection, information security and interactions with public officials, competitors, suppliers and communities. It also formalizes environmental responsibilities, climate and sustainability commitments, innovation practices and establishes an ombudsman and anonymous Whistleblowing Channel for reporting violations, with investigations coordinated by the governance and compliance functions.

AXIA Energia S.A. filed a Form 6-K/A to furnish a fully updated Code of Conduct that sets ethical, environmental, social and governance standards for all its operations. The code organizes commitments around People, Planet, Governance and Prosperity and applies to directors, employees, contractors and partners.

It reinforces human rights, diversity and workplace safety, bans discrimination, harassment and degrading labor, and promotes professional development and merit-based evaluation. AXIA Energia states zero tolerance for fraud and corruption, aligning with Brazilian law and the FCPA, and requires accurate books, internal controls and fair competition practices.

The document details rules on conflicts of interest, business courtesies, political neutrality, data protection, information security and interactions with public officials, competitors, suppliers and communities. It also formalizes environmental responsibilities, climate and sustainability commitments, innovation practices and establishes an ombudsman and anonymous Whistleblowing Channel for reporting violations, with investigations coordinated by the governance and compliance functions.

AXIA Energia S.A. files an amended Form 6-K to furnish its updated Policy PO‑GN.06‑002 on Disclosure of Material Information and Securities Trading (Edition 4.1, effective for five years). The policy defines how material information must be identified, approved and disclosed in Brazil and abroad, including simultaneous filings with the CVM, SEC via EDGAR, and stock exchanges.

It assigns detailed duties to the Investor Relations Officer and Subject Persons, sets lock‑up and blocking periods for trading AXIA securities, and governs reporting of securities and bond ownership and transactions. The document also formalizes individual investment or divestment plans and outlines penalties for misuse of undisclosed material information.

AXIA Energia S.A. files an amended Form 6-K to furnish its updated Policy PO‑GN.06‑002 on Disclosure of Material Information and Securities Trading (Edition 4.1, effective for five years). The policy defines how material information must be identified, approved and disclosed in Brazil and abroad, including simultaneous filings with the CVM, SEC via EDGAR, and stock exchanges.

It assigns detailed duties to the Investor Relations Officer and Subject Persons, sets lock‑up and blocking periods for trading AXIA securities, and governs reporting of securities and bond ownership and transactions. The document also formalizes individual investment or divestment plans and outlines penalties for misuse of undisclosed material information.

AXIA Energia S.A. received an initial insider ownership report on Form 3 from Tokoro Catia Yuassa, identified as a reporting person with the note “See Remarks*”. The filing’s data show no reported purchases, sales, exercises, gifts, or other transactions and no derivative positions in this excerpt.

AXIA Energia S.A. files an updated Executive Compensation and Clawback Policy that governs how its directors, officers, and committee members are paid and when incentive pay can be recovered. The policy sets principles of integrity, transparency, equity, sustainability, and performance-based pay, with a strong focus on long-term incentives tied to the company’s strategic plan and ESG metrics.

Board members receive fixed fees and may participate in equity-based long-term incentives, while short-term bonuses are prohibited. External committee members receive fixed fees only. Executives receive fixed salary, short- and long-term incentives, and benefits, with long-term equity plans intended to be the largest component. A formal clawback appendix requires recovery of incentive-based pay after a material financial restatement, in line with U.S. Exchange Act Section 10D, SEC Rule 10D-1, and NYSE listing standards. The Board, People and Governance Committee, and designated Recovery Manager share responsibility for designing compensation, overseeing performance targets, and enforcing clawback and malus provisions.

AXIA Energia S.A. files an updated Executive Compensation and Clawback Policy that governs how its directors, officers, and committee members are paid and when incentive pay can be recovered. The policy sets principles of integrity, transparency, equity, sustainability, and performance-based pay, with a strong focus on long-term incentives tied to the company’s strategic plan and ESG metrics.

Board members receive fixed fees and may participate in equity-based long-term incentives, while short-term bonuses are prohibited. External committee members receive fixed fees only. Executives receive fixed salary, short- and long-term incentives, and benefits, with long-term equity plans intended to be the largest component. A formal clawback appendix requires recovery of incentive-based pay after a material financial restatement, in line with U.S. Exchange Act Section 10D, SEC Rule 10D-1, and NYSE listing standards. The Board, People and Governance Committee, and designated Recovery Manager share responsibility for designing compensation, overseeing performance targets, and enforcing clawback and malus provisions.

AXIA Energia S.A. submitted a Form 6-K providing the detailed final voting map from its annual general meeting held on April 15, 2026. Shareholders voted on approving management’s accounts, the Management Report and the Complete Annual Financial Statements for the fiscal year ended December 31, 2025, the allocation of 2025 results and distribution of dividends, and the nomination of candidates to the fiscal council.

For the review of management’s accounts and 2025 financial statements, shareholders cast 963,946,599 votes for, 443,229 against and 301,506,999 abstentions. For the allocation of 2025 results and dividend distribution proposal, they cast 910,098,905 votes for, 373,814 against and 354,488,764 abstentions. The filing lists votes per shareholder code for each agenda item, including the fiscal council slate of José Raimundo dos Santos (effective) and Paulo Roberto Bellentani Brandão (alternate).

AXIA Energia S.A. submitted a Form 6-K providing the detailed final voting map from its annual general meeting held on April 15, 2026. Shareholders voted on approving management’s accounts, the Management Report and the Complete Annual Financial Statements for the fiscal year ended December 31, 2025, the allocation of 2025 results and distribution of dividends, and the nomination of candidates to the fiscal council.

For the review of management’s accounts and 2025 financial statements, shareholders cast 963,946,599 votes for, 443,229 against and 301,506,999 abstentions. For the allocation of 2025 results and dividend distribution proposal, they cast 910,098,905 votes for, 373,814 against and 354,488,764 abstentions. The filing lists votes per shareholder code for each agenda item, including the fiscal council slate of José Raimundo dos Santos (effective) and Paulo Roberto Bellentani Brandão (alternate).

AXIA Energia S.A., a foreign private issuer, filed a Form 6-K reporting detailed voting results from an extraordinary general meeting held on 04/15/2026.

Shareholders considered three proposals. The first covered changing the corporate name to AXIA Energia S.A. and amending the Bylaws accordingly. The voting map shows 963,354,393 votes for this item, 231,311 against, and 335,845,466 abstentions.

The second proposal involved amending the Bylaws to create a new item XXIX in article 45, delete items V and VI of article 46, and add new articles 49 and 50, described as enhancing executive powers of office. For this item, the report shows 963,572,409 votes for, 22,984 against, and 335,835,777 abstentions. A third proposal addressed restating the Bylaws to incorporate approved amendments and technical corrections, with similarly itemized voting data.

AXIA Energia S.A., a foreign private issuer, filed a Form 6-K reporting detailed voting results from an extraordinary general meeting held on 04/15/2026.

Shareholders considered three proposals. The first covered changing the corporate name to AXIA Energia S.A. and amending the Bylaws accordingly. The voting map shows 963,354,393 votes for this item, 231,311 against, and 335,845,466 abstentions.

The second proposal involved amending the Bylaws to create a new item XXIX in article 45, delete items V and VI of article 46, and add new articles 49 and 50, described as enhancing executive powers of office. For this item, the report shows 963,572,409 votes for, 22,984 against, and 335,835,777 abstentions. A third proposal addressed restating the Bylaws to incorporate approved amendments and technical corrections, with similarly itemized voting data.