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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class "C" Preferred Shares | (2) | (2) | Common Shares | 4,627 | (2) | D | |
Stock Options (3) | (4) | (5) | Common Shares | 677,891 | $42 (6) | D | |
Stock Options (3) | (4) | (5) | Common Shares | 231,094 | $42 (6) | D | |
Each restricted stock unit ("RSU") is the economic equivalent of one Common Share, is settled in Common Shares on a 1:1 basis, and was issued pursuant to the Eletrobras - Brazilian Electric Power Co.'s (the "Company") restricted share based compensation program. These RSUs are reserved for the executive officers. | |
Pursuant to Article 11 of the Bylaws of the Company, the Class "C" Preferred Shares shall be automatically converted into Common Shares, assuming such Class "C" Preferred Shares are not earlier mandatorily redeemed by the Company in accordance with its Bylaws, at a ratio of 1:1, as follows: * 4% of the total volume of originally-issued Class "C" Preferred Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and * all Class "C" Preferred Shares remaining, in fiscal year 2031. | |
The stock options were issued pursuant to the Company's restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions. | |
1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement. | |
The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered. | |
The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments. | |
| Remarks: *Legal Vice-Presidency. The Company currently trades on the B3 S.A. - Brasil, Bolsa, Balcao (B3) under the following ticker symbols, "AXIA3" for its Common Shares; "AXIA6" for its Class "B1" Preferred Shares and "AXIA7" for its Class "C" Preferred Shares. | |
| Signatures | ||
/s/ Marcelo de Siqueira Freitas | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||