UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________

AMENDMENT NO. 1

TO

SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934

__________________________

COMPANHIA PARANAENSE DE ENERGIA – COPEL

(Name of the Issuer)

__________________________

COMPANHIA PARANAENSE DE ENERGIA - COPEL

(Names of Persons Filing Statement)

Preferred Class B Shares*, without par value

American Depositary Shares,
each representing four Class B Preferred Shares of COPEL (ELP)
listed on the New York Stock Exchange

(Title of Class of Securities)

20441B605**
(CUSIP Number of Class of Securities)

With copies to:

Jonathan Mendes de Oliveira
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

__________________________

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

__________________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

i

EXPLANTORY NOTE

This Amendment No. 1 to the Rule 13e-3 Transaction Statement (as amended, this “Schedule 13E-3”) is being filed to (i) address the comments received from the Staff, (ii) reflect the joint voting as a single class of holders of Class B preferred shares (including Class B preferred shares represented by Preferred ADSs) and holders of Class A preferred shares at the meeting of holders of preferred shares to be called to vote on the Corporate Action and (iii) reflect Copel’s decision to call the Preferred Shareholders Meeting only after the Other Conditions Precedent (as defined below) for the Corporate Action have been received. In case of any material change in the information set forth in this Schedule 13E-3, we will promptly file an amendment to this Schedule 13E-3. Exhibit 16(a) – (I) contains a revised Shareholder Participation Manual (as defined below) for the Preferred Shareholders Meeting.

INTRODUCTION

This Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Companhia Paranaense de Energia - COPEL, a Brazilian corporation (sociedade por ações) (the “Company,” “COPEL,” “we,” “our” or “us”). This Schedule 13E-3 relates to a proposed Corporate Action (as defined below) to convert our Class B preferred shares into common shares with the purpose of listing our common shares on the Novo Mercado segment of the Brazilian stock exchange - B3 S.A. – Brasil, Bolsa, Balcão (“Novo Mercado” and “B3”, respectively). Novo Mercado has the highest corporate governance standards in the Brazilian securities market, and companies listed in this segment can only have common voting shares.

Our shares are currently listed on the Level 2 segment of B3. Our capital structure is currently composed of (i) 1,300.3 million common shares, (ii) 3.1 million Class A preferred shares and (iii) 1,679.3 million Class B preferred shares. Additionally, in accordance with our bylaws, the State of Paraná holds a single special share that confers the State of Paraná certain limited veto rights. According to our bylaws, our Class A preferred Shares and Class B preferred shares (the “Preferred Shares”) are entitled to receive annual, non-cumulative minimum dividends, which dividend per share shall be at least 10% higher than the dividends per share paid to our Common Shares. Class A preferred shares have a dividend priority over the Class B preferred shares, and Class B Shares have a dividend priority over the Common Shares.

Currently, (i) American Depositary Shares (“ADSs”) representing our common shares (the “Common ADSs,” each Common ADS representing four common shares) and (ii) ADSs representing our Class B preferred shares (the “Preferred ADSs,” each Preferred ADS representing four Class B preferred shares) are registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (“NYSE”). If the Corporate Action is approved, the Preferred ADSs will cease to be listed on the NYSE. Our Class A preferred shares are held by a limited number of investors in Brazil and are not listed in the United States and are not registered under the Exchange Act.

Upon approval by our shareholders and satisfaction of all applicable conditions precedent, (i) each holder of Preferred Shares will receive, for each one preferred share held, one common share plus an amount in cash of R$0.7749, and (ii) each holder of Preferred ADSs will receive, for each Preferred ADS held, one Common ADS plus the equivalent in U.S. dollars to R$3.0996 (the “Corporate Action”). The Corporate Action will be first submitted to voting of holders of our common shares, at a shareholders’ meeting scheduled for August 4, 2025. If approved by our common shareholders and subject to the satisfaction of the Other Conditions Precedent (as defined below), we will call a special general meeting of holders of our Preferred Shares to vote on the proposed Corporate Action (the “Preferred Shareholders Meeting”). We have not paid and will not pay any commission or other remuneration for soliciting shareholder approval for this Corporate Action at the Preferred Shareholders Meeting.

On August 4, 2025, holders of our common shares will vote on the Corporate Action. If the Corporate Action is not approved by holders of our common shares on August 4, 2025, we will not proceed with the Corporate Action at this time. At this shareholders' meeting, holders of our common shares will also vote to amend our bylaws to grant to holders of Preferred B Shares the same advantages of Class A preferred shares and therefore unify the Class B preferred shares and Class A preferred shares into a single class of preferred shares, in each case subject to the Other Conditions Precedent. Currently, Class A preferred shares and Class B preferred shares have the same rights, except that holders of Class A preferred shares have a dividend priority to receive a dividend equal to 10% of the total share capital represented by the Class A preferred shares outstanding at the end of the fiscal year in respect of which the dividends have been declared before any dividends are paid to Class B preferred shares. Upon approval of this amendment to our bylaws, Class B preferred shares will have the same dividend priority as Class A preferred shares and Class A and Class B preferred shares will have exactly the same rights and therefore will vote together at the Preferred Shareholders Meeting as a single class. Our board of directors may determine a date on which our Class A preferred shares and Class B preferred shares will trade together in Brazil, as a single class of preferred shares. Currently, Class B preferred shares represent approximately 99.8% of our Preferred Shares outstanding.

In addition to the approval by our holders of common shares at the shareholders meeting scheduled for August 4, 2025 and by holders of our Preferred Shares at the Preferred Shareholders Meeting to be scheduled, the Corporate Action is subject to (i) receiving approval by B3 of the listing of our common shares on the Novo Mercado, and (ii) obtaining waivers by the holders of the 7^th and 8^th issuance of debentures of our subsidiary Copel Geração e Transmissão S.A and 5^th and 6^th issuance of debentures from our subsidiary Copel Distribuição S.A. (the “Other Conditions Precedent”). A waiver is required under each of these financing transactions because any fundamental change in our structure, including any change that triggers withdrawal rights to our shareholders (such as the Corporate Action) would constitute and event of default, unless previously approved by such creditors. In order to obtain such waivers, we have called or will call meetings of holders of each relevant series of debentures to vote on the requested waiver to effect the Corporate Action. In order to obtain such waivers, we may be required to pay a consent fee and reimburse counsel and other expenses that we are not able to estimate to any reasonable degree as these depend on negotiations with these creditors.

As exhibits to this Schedule 13E-3, we are filing a revised draft of the Management Proposal and Manual for Shareholder Participation in the Special General Meeting of holders of Preferred Shares of the Company (Proposta da Administração e Manual para Participação em Assembleia Especial de Acionistas Titulares de Ações Preferenciais) (the “Shareholder Participation Manual”).

These materials have been prepared in accordance with Brazilian law, as we are not subject to Regulation 14A or Regulation 14C. The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the location in the Shareholder Participation Manual of the information required to be included in response to the items of Schedule 13E-3. The information contained in this Schedule 13E-3 and the Shareholder Participation Manual, including all annexes thereto, is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Shareholder Participation Manual.

The information set forth in the Shareholder Participation Manual under the following captions is incorporated herein by reference:

The material terms of the Corporate Action are as follows:

Companhia Paranaense de Energia – COPEL

Rua José Izidoro Biazetto, 158 – bloco A

Curitiba, Paraná Brazil, CEP 81200-240,

+55 41 3331 4011

“Market Price of Class B preferred shares, Preferred ADSs, Dividends and Other Matters - Prior Public Offerings ”

There are no reports, opinions or appraisals from an outside party relating to the fairness of the Corporate Action, and no such reports, opinions or appraisals are required under Brazilian law.

There are no reports, opinions or appraisals from an outside party relating to the fairness of the Corporate Action.

*       Previously filed.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 31, 2025

COMPANHIA PARANAENSE DE ENERGIA - COPEL

By:/s/ Felipe Gutterres Ramella__________________

Name: Felipe Gutterres Ramella

Title: Vice President of Finance and Investor Relations

By: /s/ Daniel Pimentel Slaviero_________________

Name: Daniel Pimentel Slaviero

Title: Chief Executive Officer