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 February, 2026

Commission File Number 1-34129

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
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____

2026

 

 

 

 

 

 

 

 

 

 

2.           Management Proposal

QUÓRUM FOR CONVENING AND APPROVAL

ARTICLE 136, § 1º, OF THE BRAZILIAN CORPORATE LAW

the matters submitted for resolution at a special meeting of preferred shareholders require the approval of more than half of the holders of the preferred shares of each affected class. Accordingly, the Special Meeting shall be convened and may resolve, on first call, with the presence of shareholders holding PNB1 shares representing more than half of the total PNB1 shares issued by the Company, excluding PNB1 shares held in treasury.

In light of the foregoing, the Company's Management submits to its shareholders the following proposal, to be resolved at the Special Meeting.

Pursuant to and for the purposes of Article 136, paragraph 1, of the Brazilian Corporation Law, the approval of the conversion of all class “B1” preferred shares issued by the Company (the “PNB1” and the “PNB1 Conversion”, respectively), at the ratio of 1.1 common shares (“ON”) for each 1 PNB1 Share.

 

THE MIGRATION TO THE NOVO MERCADO

In June 2022, the Company completed its privatization process, becoming a corporation with dispersed ownership and no defined controlling shareholder. This institutional milestone had the purpose, among other objectives, of contributing to the modernization of the management structure and the strengthening of corporate governance, in line with the best practices of the capital markets.

Since then, the Company's Management has been pursuing a permanent agenda of governance enhancement, aimed at strengthening shareholder rights, advancing compensation and succession practices, ensuring efficient capital allocation and developing its businesses, always guided by the sustainable creation of long-term value.

In this regard, it is public knowledge among shareholders that the Company, since 2022, has been expressing interest and conducting studies on the Migration to Novo Mercado, with a view to simplifying its capital stock structure, optimizing its dividend policy and adhering to the "one share, one vote" principle, with such initiative being an integral part of its continuous improvement agenda.

Considering the progress made in the corporate governance framework and the Company's management model in recent years, and also in view of the current landscape of the energy sector and the Brazilian capital markets, the Company's Management understands that AXIA is presented with an important window of opportunity to resolve on the Migration to Novo Mercado, a natural step consistent with the Company's institutional enhancement trajectory, recognizing and reinforcing this progress and bringing permanence to such advances.

In this regard, through the Migration to Novo Mercado, the Company formally adheres to a set of governance and transparency commitments recognized by the market, making mandatory various structures previously voluntarily adopted.

 

Moreover, the Company's entry into the Novo Mercado is also a fundamental step to improve its capital structure and dividend policy, benefiting its shareholder base in a material way.

This process, however, requires the simplification of the Company's current capital stock structure, given the requirements of the Novo Mercado.

The Migration to Novo Mercado, as well as the changes and matters pertinent to the implementation of this move, including the restructuring of the shareholder base, will be resolved at the EGM Migration, also called for April 1, 2026.

Additionally, as highlighted above, this Special Meeting will resolve on the PNB1 Conversion and the PNA1 Special Meeting will resolve on the PNA1 Conversion.

SHAREHOLDING RESTRUCTURING TO ENABLE THE MIGRATION TO THE NOVO MERCADO

Currently, the Company’s capital stock is composed as follows:,

 

In the case of the Golden Share and PNC shares, their maintenance in the event of Migration to Novo Mercado was already expressly authorized by B3

The Golden Share is provided for in article 8, sole paragraph, of the Novo Mercado Regulation. PNC shares were subject to specific authorization by B3, as per the Material Fact disclosed by the Company on November 28, 2025¹.

In this context, while the current characteristics of the ON shares, PNC shares, and the Golden Share are already aligned with the Novo Mercado, the PNA1 and PNB1 share classes, particularly because they do not carry full voting rights (the "one share, one vote" principle), require adjustments to enable the Migration to Novo Mercado.

Pursuant to article 136, §1, of the Brazilian Corporate Law, the conversion of preferred shares into common shares is subject to the approval of more than half of the shares of the respective class.

Due to this legal requirement and in light of the particular characteristics involving the PNA1 shares, it should be noted at the outset that the Company obtained from B3 prior authorization for exceptional treatment (waiver) of PNA1 shares in this Migration to Novo Mercado process ("B3 Waiver - PNA1")².

In this regard, even if the Company, despite its best efforts, does not succeed in the PNA1 Conversion, AXIA may proceed with the Migration to Novo Mercado and maintain the PNA1 class in its capital stock structure indefinitely, provided that the PNA1 shares acquire full voting rights, in compliance with the "one share, one vote" principle.

 

The reasons for the exceptional treatment of PNA1 shares, as recognized by B3, are detailed in the Management Proposals for the EGM Migration and for the PNA1 Special Meeting, also made available on this date by the Company.

Regarding the PNB1 class, it should be noted that the conversion of all PNB1 shares into ON common shares is an inescapable condition to enable the Migration to Novo Mercado.

Due to the B3 Waiver, however, the Company's Management structured two alternative implementation scenarios for the Migration to Novo Mercado.

In both scenarios, the success of the PNB1 Conversion is a fundamental premise. However, depending on whether or not the PNA1 Conversion is successful, in the context of the PNA1 Special Meeting, the following scenarios may materialize:

Holders of PNB1 Shares, in turn, if the PNB1 Conversion is approved, will receive Common Shares at the ratio of 1.1 Common Shares for each 1 PNB1 Share.

Unlike the PNA1 Shares, there is no alternative scenario for the Novo Mercado Migration without the PNB1 Conversion or in which the final structure would modify the rights currently attributed to the PNB1 Shares.

The alternative scenarios contemplated for the Novo Mercado Migration, depending on the approval of the PNA1 Conversion, are illustrated below:

 

SCENARIO A (with PNA1 Conversion):

SCENARIO B (without PNA1 Conversion):

In any scenario, therefore, if the Migration to Novo Mercado takes place, the PNB1 shares will have been converted.

In light of the foregoing, the Company's Management submits for resolution by the holders of PNB1 shares the PNB1 Conversion, on the terms hereby presented.

 

It should be noted that, if approved, the effectiveness of the resolution hereby submitted is subject, naturally, to the approval of the EGM Migration, which will resolve on the PNB1 Conversion and the other matters necessary to the Migration to Novo Mercado.

PROPOSED EXCHANGE RATIO AND CONVERSION PREMIUM

In the context of the Company’s shareholding restructuring to enable the Novo Mercado Migration, Management is submitting to its shareholders a proposed exchange ratio of 1:1.1 to effect the PNB1 Conversion, such that holders of PNB1 Shares will be entitled to a conversion premium (the “Conversion Premium”), based on the ratio of 1.1 Common Shares for each 1 PNB1 Share. It is further noted that any fractions of Common Shares resulting from this conversion will be aggregated and, in due course, sold by the Company through a stock exchange auction. The net proceeds from such auction will be distributed proportionally to the shareholders entitled to the fractions, in accordance with the procedures and timelines to be disclosed in due course.

In determining the 1:1.1 exchange ratio, Management evaluated and considered a broad range of guidelines, criteria and data relating to the PNB1 Shares, within the context of a holistic assessment of the Novo Mercado Migration transaction, in order to provide, within a range of reasonableness, a conversion proposal that is fair and advantageous to all shareholder bases involved.

In this context, the Conversion Premium is intended both to compensate PNB1 shareholders for the statutory economic preferences and advantages attached to their class of shares and to incentivize their support for the related conversion proposals, while taking into account that the unification of the shareholder base occurs in connection with the Novo Mercado Migration, which involves multiple value drivers previously described.

In proposing the exchange ratio and determining the Conversion Premium, Management conducted studies and analyses, with a view to presenting to its shareholders a fair exchange ratio that appropriately reflects the relevant economic and governance impacts associated with this change in the Company’s shareholding structure.

 

It should also be emphasized that the Company's Management proposes exactly the same Conversion Premium for the PNB1 Conversion and for the PNA1 Conversion (which will be resolved at the EGM Migration and the PNA1 Special Meeting).

This approach is justified insofar as the PNA1 class, unlike PNB1, lacks liquidity, despite being entitled to dividend distribution priority rights at a higher rate than the PNB1 class (8% for PNA1 and 6% for PNB1). Thus, in economic terms, the Company's Management understands that the PNA1's priority dividend rights are, to a large extent, offset by its low liquidity, which justifies the attribution of the same Conversion Premium to the PNA1 and PNB1 classes.

This lack of liquidity of the PNA1 class is evidenced by the low volume of share trades on the stock exchange. Considering the date of the call notice of this Special Meeting as a reference, the last PNA1 transaction was recorded on December 1, 2025, even before reflecting the stock bonus operation approved at the EGM of December 19, 2025. In 2025, only 6 PNA1 share transactions were recorded on the stock exchange.

Additionally, the recent dividend payment history has shown a practical equalization between the dividends received by PNA1 and PNB1 shareholders, which, together with the lack of liquidity of PNA1, supports the treatment proposed above.

It should also be noted that, the Company is making available to its shareholders a specific presentation containing a summary of relevant information regarding the proposed Migration to the Novo Mercado, including the justifications and rules for the Preferred Share Conversion and the benefits of the transaction. ("NM Presentation").

The NM Presentation will be available for consultation under the "Market Notice" category, type "Presentations to analysts/market agents," and should be considered as an integral part of this Proposal by shareholders, as it contains supplemental information that may assist in their analysis of the matter.

In light of the foregoing, the Company's Management recommends the approval of the matter on the Agenda of this Special Meeting, with the PNB1 Conversion.

 

APPRAISAL RIGHTS

If the PNB1 Conversion is approved, the shareholders holding PNB1 shares who do not vote in favor at the Special Meeting, whether by voting against, abstaining, or being absent, as the case may be ("Dissenting Shareholders"), will be entitled to appraisal rights, through the reimbursement of their respective shares. Dissenting Shareholders may only exercise appraisal rights with respect to all of the PNB1 shares that they demonstrably held as of the close of trading on February 18, 2026 (the date of disclosure of the Material Fact announcing the PNB1 Conversion proposal), and continuously held through the date of actual exercise of appraisal rights; no partial exercise of appraisal rights is permitted.

The Company may call a general meeting to ratify or reconsider the resolution, if it determines that payment of the reimbursement amount to Dissenting Shareholders may jeopardize the Company's financial stability, pursuant to article 137, §3, of the Brazilian Corporate Law.

In the event of exercise of appraisal rights by holders of PNB1 shares, and in view of the period for exercise of appraisal rights, the reimbursement amount will correspond to the book value per PNB1 share, calculated based on the shareholders' equity recorded in the financial statements for the fiscal year ended December 31, 2025, to be released on February 26, 2026 ("2025 Financial Statements").

In compliance with article 18 of RCVM 81, the Company presents, in Schedule 1, the information required by Exhibit F of RCVM 81, relating to the changes in the preferences and advantages of PNB1 shares resulting from the PNB1 Conversion.

Finally, in compliance with article 21 of RCVM 81, Schedule 2 sets forth the information relating to the appraisal rights arising from the PNB1 Conversion, as required by Exhibit H of RCVM 81.

Information on the PNB1 Conversion (According to Exhibit F of RCVM81)

 

Information on Appraisal Rights (According to Exhibit H of RCVM 81).

In light of the foregoing, the Company's Board of Directors approved the call notice of the Special Meeting, pursuant to this Management Proposal and its Schedules, and recommended the approval of the matters presented herein.

Vicente Falconi Campos

Chairman of the Board of Directors

 

SCHEDULE 1

PNB1 Conversion (According to Exhibit 1 of RCVM 81)

1. If there is the creation of preferred shares or a new class of preferred shares

a. To substantiate, in detail, the proposal for the creation of the shares

b. Describe, in detail, the rights, advantages and restrictions to be attributed to the shares to be created, in particular:

i. Increased dividends in relation to common shares

ii. Fixed or minimum dividends

iii. Possible cumulative nature of dividends

iv. Right to participate in remaining profits

v. Right to receive dividends from the capital reserve account

vi. Priority in the repayment of capital

vii. Premium on capital repayment

viii. Right to vote

ix. Statutory right to elect members of the board of directors in a separate vote

x. Right to be included in the public tender offer for the acquisition of shares upon transfer of control provided for in article 254-A of Law No. 6,404, of 1976

xi. Right of veto in relation to amendments to the bylaws

xii. Redemption Terms and Conditions

xiii. Amortization Terms and Conditions

c. Provide detailed analysis of the impact of the creation of shares on the rights of holders of other types and classes of shares of the company

Not applicable, considering that this Special Meeting does not propose the creation of preferred shares or a new class of preferred shares.

 

2. If there is a change in the preferences, advantages or conditions of redemption or amortization of preferred shares

Preliminarily, the Company clarifies that the PNB1 Conversion proposal does not contemplate the amendment of the preferences and advantages of the current PNB1 shareholders, but rather their conversion into ON shares, with the respective extinguishment of the PNB1 shares, in line with the exchange ratio detailed in this Management Proposal. Notwithstanding, for clarification purposes, the Company presents this Schedule 1, in the form of Exhibit F of RCVM 81, to address the potential impacts arising from the implementation of the PNB1 Conversion, if approved.

a. Describe in detail the proposed amendments

If the PNB1 Conversion is approved at this Special Meeting and at the Migration EGM, and the Conditions Precedent – PNB1 are satisfied, all PNB1 Shares issued by the Company will be converted, and their holders will receive Common Shares at the ratio of 1.1 Common Shares for each 1 PNB1 Share.

b. Provide detailed reasons for the proposed amendments

The Company's Management understands that the PNB1 Conversion is in the interest of all its shareholders, especially due to the benefits arising from the unification and simplification of the shareholder base, and the advantages arising from the Migration to Novo Mercado, which can only be made possible if the PNB1 Conversion is effected.

In addition, as described in this Management Proposal, the Company's Management understands that the proposed Conversion Premium ensures adequate treatment of all the Company's shareholders.

Accordingly, the Company's Management recommends the approval of the PNB1 Conversion, both at this Special Meeting and at the EGM Migration.

 

c. Provide detailed analysis of the impact of the proposed changes on the holders of the shares subject to the amendment

If the PNB1 Conversion is implemented, the current holders of PNB1 Shares will become holders of Common Shares issued by the Company, at the ratio of 1.1 Common Shares for each 1 PNB1 Share.

Upon receipt of the Common Shares, holders of PNB1 Shares will hold economic and governance rights identical to those currently held by holders of Common Shares, in view of the unification of the shareholder base, including voting rights. The rights attached to the Common Shares are those provided for under applicable laws and regulations and the Company’s bylaws (see, in this regard, the versions of the bylaws attached to the Management Proposal for the Migration EGM).

In addition, as a result of the unification of the shareholder base, holders of PNB1 Shares will experience a significant increase in liquidity, considering that the Common Shares are a security of recognized liquidity and are included in B3’s main liquidity indices.

On the other hand, Management clarifies that all preferences and advantages currently attributed to the holders of PNB1 Shares will not be transferred to the Common Shares to be received upon completion of the PNB1 Conversion. Accordingly, if the PNB1 Conversion is approved and implemented, the current holders of PNB1 Shares will no longer be entitled to receive dividends at least 10% higher than those attributed to each Common Share, nor will they retain priority in the distribution of dividends at the rate of 6% per year on the capital allocated to such class and series of shares, as provided for in Article 11, paragraph 3, of the Company’s current bylaws.

Finally, if the PNB1 Conversion is approved and carried out, the shareholders holding PNB1 shares who do not vote in favor of the PNB1 Conversion at this Special Meeting, whether by voting against, abstaining, or being absent, as the case may be ("Dissenting Shareholders"), will be entitled to appraisal rights, through the reimbursement of their respective shares. Dissenting Shareholders may only exercise appraisal rights with respect to all of the PNB1 shares that they demonstrably held as of the close of trading on February 18, 2026 (the date of disclosure of the Material Fact announcing the PNB1 Conversion proposal), and continuously held through the date of actual exercise of appraisal rights; no partial exercise of appraisal rights is permitted.

 

Information on the appraisal rights applicable to PNB1 shares can be found in Schedule 2 to this Management Proposal.

d. Provide detailed analysis of the impact of the proposed changes on the rights of holders of other types and classes of shares of the company

If approved and carried out, the PNB1 Conversion may dilute political rights attributed to the current holders of voting shares, to the extent that new ON shares with voting rights would be delivered to the current holders of PNB1 shares, which would be extinguished.

On the other hand, if the PNB1 Conversion is approved and carried out, there will be the elimination of the differentiated equity rights of PNB1 shares related to the receipt of dividends, with the equity equalization of the Company's shareholder base.

Additionally, for clarification purposes, the PNB1 Conversion does not affect the rights granted to the Federal Government of Brazil and will not impact the Golden Share or the rights to elect officers and members of the Fiscal Council provided for in Chapter IV of the Company’s bylaws.

 

SCHEDULE 2

Information on Appraisal Rights (According to Exhibit H of RCVM 81).

1. Describe the event that gave or will give rise to appraisal rights and its legal basis

As described in item 2.3 of this Management Proposal, if approved, the PNB1 Conversion is an event that will trigger the exercise of appraisal rights by shareholders who do not vote in favor at the Special Meeting (by voting against, abstaining, or being absent, as the case may be).

Pursuant to article 137, caput and item I, of the Brazilian Corporate Law, the alteration of the preferences and/or advantages attributed to one or more classes of preferred shares, or the creation of a new more favored class, confers appraisal rights on dissenting shareholders holding shares of the affected type or class.

Considering that the PNB1 Conversion necessarily entails the alteration of the preferences and economic advantages currently attributed to PNB1 shares, the resolution subject of this Special Meeting will trigger appraisal rights for dissenting shareholders holding PNB1 shares.

The Company may call a general meeting to ratify or reconsider the resolution, if it determines that payment of the reimbursement amount to dissenting shareholders may jeopardize the Company's financial stability, pursuant to article 137, §3, of the Brazilian Corporate Law.

2. Indicate the shares and classes to which appraisal rights apply

Appraisal rights will be applicable only to shareholders holding PNB1 shares that are dissenting from the PNB1 Conversion resolution at the Special Meeting, whether by dissension, abstention or absence.

 

3. Indicate the date of the first publication of the call notice for the meeting, as well as the date of the material fact disclosure regarding the resolution that gave or will give rise to appraisal rights

The Call Notice for the Special Meeting will be published in the "Valor Econômico" newspaper, for the first time, on February 20, 2026, and has been made available on the websites of the CVM, B3 and the Company.

The Material Fact announcing the PNB1 Conversion proposal was disclosed on February 18, 2026, also on the websites of the CVM, B3 and the Company.

4. Indicate the period for exercise of appraisal rights and the date to be considered for determining the holders of shares entitled to exercise appraisal rights

If applicable, the exercise of the appraisal rights will begin after the publication of the minutes of the Special Meeting.

Accordingly, if the Special Meeting is convened and held on first call (on April 1, 2026), the publication of the minutes is expected for April 2, 2026, and the appraisal rights period would expire on May 3, 2026, observing the provisions of article 137, items IV, V and VI, of the Brazilian Corporate Law. Likewise, the dates shall also be updated if the scheduled date for the meetings, including the Special Meeting, is postponed.

Dissenting shareholders may only exercise appraisal rights with respect to all of the PNB1 shares that they demonstrably held as of the close of trading on February 18, 2026 (the date of disclosure of the Material Fact announcing the PNB1 Conversion proposal), and continuously held through the date of actual exercise of appraisal rights; no partial exercise of appraisal rights is permitted.

Finally, it is reiterated that appraisal rights will only exist in the event of actual approval, by the Special Meeting, of the PNB1 Conversion.

5. Indicate the reimbursement amount per share or, if it is not possible to determine it in advance, Management's estimate of such amount

See item 6 below.

6. Indicate the method for calculating the reimbursement amount

The reimbursement amount, pursuant to the general rule set forth in article 45 of the Brazilian Corporate Law, will correspond to the book value per PNB1 share, calculated based on the Company's shareholders' equity recorded in the last balance sheet approved by the general meeting, which, as of the date of payment of the reimbursement amount, will be reflected in the 2025 Financial Statements, to be released on February 26, 2026.

 

For reference, considering the financial statements for the fiscal year 2024, the book value would correspond to R$52.8209588795 per share.

Additionally, in view of the fact that the book value will be determined based on the 2025 Financial Statements, the Company's Management clarifies that, on February 26, 2026, it will release a Notice to Shareholders detailing the reimbursement amount that will be due, if applicable, to dissenting PNB1 shareholders

7. Indicate whether shareholders will be entitled to request the preparation of a special balance sheet

Considering that the reimbursement amount will be calculated based on the 2025 Financial Statements, dissenting shareholders will not be entitled to request, in conjunction with the reimbursement, the preparation of a special balance sheet, pursuant to article 45, §2, of the Brazilian Corporate Law.

8. If the reimbursement amount is determined by appraisal, list the experts or specialized firms recommended by Management

Not applicable, considering that the reimbursement amount will not be determined by appraisal.

9. In the event of a merger, merger of shares or consolidation involving a controlling and controlled company or companies under common control

a. Calculate the share exchange ratios based on shareholders' equity at market prices or other criteria accepted by the CVM

b. Indicate whether the share exchange ratios provided for in the transaction protocol are less advantageous than those calculated in accordance with item 9(a) above

c. Indicate the reimbursement amount calculated based on shareholders' equity at market prices or other criteria accepted by the CVM

Not applicable, considering that the appraisal rights do not arise from a merger, merger of shares or consolidation involving a controlling and controlled company or companies under common control.

 

10. Indicate the book value per share calculated based on the last approved balance sheet

As highlighted in item 6 above, for reference, considering the financial statements for the fiscal year 2024, the book value would correspond to R$52.8209588795 per share.

Additionally, in view of the fact that the book value will be determined based on the 2025 Financial Statements, the Company's Management clarifies that, on February 26, 2026, it will release a Notice to Shareholders detailing the reimbursement amount that will be due, if applicable, to dissenting PNB1 shareholders.

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: February 18, 2026

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.