AXIAY 6-K
AXIA Energia S.A. (AXIAY)
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, 26Centro, CEP 20030-900Rio 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____
Classificação: Pública COMMENCEMENT NOTICE OF THE PUBLIC OFFERING, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OFSIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES, OF THE UNSECURED TYPE, IN 2 (TWO) SERIES, OF THE 10TH (TENTH) ISSUANCE OF AXIA ENERGIAS.A. CNPJ no. 00.001.180/0001-26 in the amount of R$ 2,000,000,000.00 (two billion reais) ISIN CODE OF DEBENTURES 1ST SERIES: BRAXIADBS0G9ISIN CODE OF DEBENTURES 2ND SERIES: BRAXIADBS0H7 Final Issue Risk Rating of “brAAA” assigned by Standard & Poor’sRatings do Brasil Ltda.* *This rating was made on June 30, 2026; the characteristics of this security are subject to change. DISCLOSUREOF A PROSPECTUS WAS WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE INFORMATION SHEET, IN ACCORDANCE WITH §1 OF ARTICLE 23, BOTHOF CVM RESOLUTION 160 (AS DEFINED BELOW) FOR THE EXECUTION OF THIS OFFER (AS DEFINED BELOW). THE REGISTRATION OF THE OFFER OF THE DEBENTURESWAS AUTOMATICALLY GRANTED BY THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (“CVM”) ON JULY 15, 2026, UNDER (I) NO. CVM/SRE/AUT/DEB/PRI/2026/345FOR THE DEBENTURES OF THE FIRST SERIES; AND (II) NO. CVM/SRE/AUT/DEB/PRI/2026/346 FOR THE DEBENTURES OF THE SECOND SERIES. 1. SECURITYOFFERED AND IDENTIFICATION OF THE OFFEROR AXIA ENERGIA S.A., a corporation registered as a securities issuer, category "A", before CVM,in 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 in 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 ITAÚ BBA ASSESSORIA FINANCEIRA S.A., a corporation, headquartered in the City of São Paulo, State of SãoPaulo, at Avenida Brigadeiro Faria Lima, nº 3.500, 1º, 2º, 3º (Parte), 4º e 5º Andares, enrolled with theCNPJ under no. 04.845.753/0001-59 (“Lead Coordinator”), BANCO SANTANDER (BRASIL) S.A., a financial institution that is partof the securities distribution system, with an office in the City of São Paulo, State of São Paulo, at Avenida PresidenteJuscelino Kubitschek, nº 2.041 e 2.235, 24° andar, CEP 04.543-011, enrolled with the CNPJ under no. 90.400.888/0001-42 (“Santander”),BANCO Classificação: Pública BRADESCO BBI S.A., a financial institution that is part of the securities distributionsystem, headquartered in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº1.309, 5º andar, CEP 04.543-011, enrolled with the CNPJ under No. 06.271.464/0073-93 (“Bradesco BBI”) and UBS BB CORRETORADE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution belonging to the UBS BB SERVIÇOS DEASSESSORIA FINANCEIRA E PARTICIPAÇÕES S.A. group, and a member of the securities distribution system, headquartered in theCity of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, nº 4.440, 4º andar (parte), Itaim Bibi,CEP 04.538-132, enrolled with the CNPJ under No. 02.819.125/0001-73 (“UBS BB” and, together with the Lead Coordinator, Santanderand Bradesco BBI, the “Coordinators”), hereby communicate, pursuant to article 59, item II and §3, of CVM ResolutionNo. 160, of July 13, 2022, as in force (“CVM Resolution 160” and “Commencement Notice”, respectively), the beginningof the public distribution of 2,000,000 (two million) simple debentures, not convertible into shares, of the unsecured type, in 2 (two)series, of the 10th (tenth) issuance of the Issuer (“ Debentures” and “Issuance”, respectively), with a par valueof R$1,000.00 (one thousand reais), on the date of issue, that is, July 15, 2026 (“Issuance Date”), totaling, on the IssuanceDate, the total amount of R$2,000,000,000.00 (two billion reais), as provided for in the "Private Instrument of Deed of the 10th (tenth)Issue of Simple Debentures, Not Convertible into Shares, Unsecured, in up to 2 (two) Series, for Public Distribution, under the AutomaticRegistration Procedure, of AXIA Energia S.A.", entered into on June 26, 2026, between the Issuer and PENTÁGONO S.A. DISTRIBUIDORADE TÍTULOS E VALORES MOBILIÁRIOS, a financial institution, headquartered in the city of Rio de Janeiro, state of Rio deJaneiro, at Avenida das Américas, nº 4.200, bloco 08, ala B, salas 302, 303 e 304, Barra da Tijuca, CEP 22.640-102, enrolledwith the CNPJ under No. 17.343.682/0001-38 as trustee, representing the communion of the holders of the Debentures, within the scope ofthe Issue (“Trustee” and “Original Issuance Deed”, respectively), as amended by the “First Amendment tothe Private Instrument of Deed of the 10th (tenth) Issue of Simple Debentures, Not Convertible into Shares, Unsecured, in up to 2 (two)Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A.” entered into on July 15, 2026,between the Issuer and the Trustee (“First Amendment to the Original Issuance Deed” and, together with the Original IssuanceDeed, “Issuance Deed”), intended exclusively for professional investors, as defined under the terms of articles 11 and 13of CVM Resolution No. 30, of May 11, 2021, as amended (“Professional Investors”), being, therefore, subject to the AutomaticRegistration Procedure of a public offering for the distribution of securities, pursuant to article 25 and article 26, item IV, item "a",of CVM Resolution 160, of article 19 of Law No. 6.385, of December 7, 1976, as amended and other applicable laws and regulations ("Offer").2. WAIVER OF PROSPECTUS AND OFFER INFORMATION SHEET The Debentures shall be offered exclusively to Professional Investors, therefore disclosureof a prospectus and information sheet and the use of an Offer acceptance document are waived, pursuant to article 9, item I and §3,and article 23, §1, both of CVM Resolution 160. 3. AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION The registration of the Offerwas granted by CVM on July 15, 2026, under (i) CVM/SRE/AUT/DEB/PRI/2026/345 2026/345 for the First Series Debentures; and (ii) CVM/SRE/AUT/DEB/PRI/2026/3462026/346 for the Second Series Debentures. The Offer will be conducted under the automatic registration procedure and was not submittedto prior analysis by the Brazilian Association of Financial and Capital Market Entities ("ANBIMA") or Classificação: Públicaany regulatory or self-regulatory body, pursuant to Article 26, item IV, subitem "a", and article 27, item I, both of CVM Resolution 160,given that (i) the Issuer qualifies as a frequent issuer of fixed income securities - EFRF, as it is an issuer with high market exposure- EGEM, as provided in item I, article 38-A of CVM Resolution No. 80, of March 29, 2022, as in force; (ii) the Debentures are non-convertibleand non-exchangeable into shares issued by the Issuer; and (iii) the Offer will be intended exclusively for Professional Investors. TheOffer shall be registered with ANBIMA within 7 (seven) days from the date of publication of the Offer closing announcement, pursuant toarticles 15 and 18 of the "Rules and Procedures for Public Offerings", as in force, an integral part of the "ANBIMA Self-Regulation Codefor Structuring, Coordination and Distribution of Public Offerings of Securities and Public Takeover Offers", as in force. 4. ESTIMATEDSCHEDULE OF OFFER STAGES Below is a schedule of the main stages of the Offer: Event(1) Date(2) 1 Submission of electronic applicationform for the Offer to the CVM 06/26/2026 2 Publication of the Market Notice 06/26/2026 3 Bookbuilding Procedure 07/14/2026 4 Publicationof market notice regarding the result of the Bookbuilding Procedure 07/15/2026 5 Registration of the Offer with the CVM 07/15/2026 6 Dateof publication of this Commencement Notice 07/16/2026 7 Financial Settlement Date of the Debentures 07/17/2026 8 Maximum date for publicationof the Closing Notice Up to 180 (one hundred and eighty) days from the publication of this Commencement Notice The dates provided forfuture events are merely indicative and are subject to changes, modifications, suspensions, extensions, delays and anticipations withoutprior notice, at the discretion of the Issuer and the Coordinators. Any modification to the distribution schedule must be communicatedto the CVM and may be analyzed as a modification of the Offer, following the provisions of articles 67 and 69 of CVM Resolution 160. Furthermore,should changes in circumstances, suspension, extension, revocation or modification of the Offer occur, such schedule may be altered. Anycommunications or announcements relating to the Offer shall be made available on the websites of the CVM, B3, the Issuer and the Coordinators,under the terms provided in article 13 of CVM Resolution 160. 5. ADDITIONAL INFORMATION Additional information regarding the Issue, theOffer, the distribution and the Debentures may be obtained from the Coordinators or from the CVM. The capitalized terms used in this "CommencementNotice of the Public Offering for Distribution, under the Automatic Registration Procedure, of Simple Debentures, not Convertible intoShares, of the Unsecured Type, in 2 (Two) Series, of the 10th (Tenth) Issue of AXIA Energia S.A." ("Commencement Notice"), which are notdefined herein, shall have the meaning assigned to them in the Issuance Deed. REGISTRATION OF THE PRESENT PUBLIC DISTRIBUTION OFFERINGSHALL NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE TRUTHFULNESS OF THE INFORMATION PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER,AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED. (1) (2) Classificação: Pública THE SECURITIES SUBJECT TO THE OFFERARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER. CAREFULLY READ THE TERMS AND CONDITIONS OF THE ISSUANCE DEED AND THE ISSUER'SREFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, PARTICULARLY THE "RISK FACTORS" SECTIONS OF THE ISSUER'S REFERENCE FORM, TO ASSESSTHE RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE DEBENTURES. AN INVESTMENT INTENTION COLLECTION PROCEDURE WAS CONDUCTED BYTHE COORDINATORS PURSUANT TO ARTICLES 61 AND 62 OF CVM RESOLUTION 160. THE MARKET OFFER IS IRREVOCABLE, BUT MAY BE SUBJECT TO PREVIOUSLYINDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE ISSUER AND WHOSE IMPLEMENTATION DOES NOT DEPEND ON DIRECT OR INDIRECTACTION BY THE ISSUER OR PERSONS LINKED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160. THE INFORMATION CONTAINED IN THIS COMMENCEMENTNOTICE AND MARKET NOTICES HAS NOT BEEN ANALYZED BY THE CVM, ANBIMA, OR BY ANY SELF-REGULATORY ENTITY. CONSIDERING THAT THE OFFER IS SUBJECTTO 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 PRIOR REVIEW BY THE CVMAND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS COMMENCEMENT NOTICE AND ALL OTHER OFFER DOCUMENTS. FURTHER INFORMATION ABOUT THE DISTRIBUTIONMAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM THE CVM. THE DEBENTURESSHALL BE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160. Rio de Janeiro, July 16, 2026. LEADCOORDINATOR COORDINATORS




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 17, 2026
| AXIA Energia S.A. | |
|---|---|
| By: | /S/ Eduardo Haiama<br><br><br>* * * |
| Eduardo Haiama<br><br> <br>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.