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, 26
Centro, CEP 20030-900
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____

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PRIVATE INSTRUMENT FOR THE 11th (ELEVENTH) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, IN A SINGLE SERIES FOR PUBLIC DISTRIBUTION PURPOSES UNDER AXIA ENERGIA S.A.’S AUTOMATIC REGISTRATION PROCEDURE.

entered into by and between

AXIA ENERGIA S.A.

acting in the capacity of Issuer

and

VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA.,

acting in the capacity of Trustee and representative of the Debenture Holders’ body

July 17, 2026

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PRIVATE INSTRUMENT FOR THE 11th (ELEVENTH) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, IN A SINGLE SERIES FOR PUBLIC DISTRIBUTION PURPOSES UNDER AXIA ENERGIA S.A.’S AUTOMATIC REGISTRATION PROCEDURE.

By means of this private instrument, on the one hand,

and, on the other hand,

institution authorized to operate by the Central Bank of Brazil and incorporated as a limited liability company, the headquarters of which are located in the city of São Paulo, in the state of São Paulo, at the address Rua Gilberto Sabino, No. 215, Suite 41, 4th floor, Pinheiros, ZIP Code 05.425-020, registered under CNPJ No. 22.610.500/0001-88, represented in this act in accordance with its articles of organization (“Trustee”) and acting as a representative of the Debenture holders (as defined below) (“Debenture Holders”). The Issuer and Trustee shall hereinafter be collectively referred to as “the Parties” and, individually and without distinction, as “the Party”.

HEREBY RESOLVE to execute this “Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, not Convertible into Shares, in a Single Series for Public Distribution Purposes under AXIA Energia S.A.’s Automatic Registration Procedure“ (“Indenture”), which shall be governed by the following clauses, terms, and conditions:

1.1           Corporate Authorization of the Issuer

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necessary to carry out the resolutions described therein, as well as sign any and all instruments related to the Issuance and Offer, including, but not limited to, this Indenture and the Distribution Agreement (as defined below), and may, for such purposes, also enter into any amendments to such instruments (if necessary), including any amendments to this Indenture that will ratify the results of the Bookbuilding Procedure (as defined below) and the Drop Down Amendment (as defined below); and (ii) formalize and effect the contracting of Coordinators (as defined below), the Trustee, legal advisors and service providers necessary for the implementation of the Issuance and Offer, including, but not limited to, the Issuer Agent (as defined below), the Paying Agent (as defined below), the Risk Rating Agency (as defined below) and B3 S.A. – Brasil, Bolsa, Balcão – Balcão B3 (“B3”), among others. The Board may therefore, for this purpose, negotiate and sign the respective contracting instruments and any amendments.

The Issuance and the Offer shall be carried out in compliance with the following requirements:

(iii) the issuer falls is classified as a frequent issuer of fixed income securities – EFRF due to their being considered an issuer with great exposure to the market – EGEM, pursuant to article 38-A, item I, of CVM Resolution No. 80, of March 29, 2022, as in force (“CVM Resolution 80”).

(i) The Debentures will be intended for the exclusive use of professional investors, as defined in articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended (“Professional Investors” and “CVM Resolution 30”, respectively).

2.2           Filing and Publication of the Minutes of the Issuer's Board of Directors Meeting

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2.3           Disclosure of this Indenture and its Amendments

2.4           Deposit for Distribution, Trading and Financial Settlement

2.5           Classification of the Project as Priority

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3.2           Allocation of Funds

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allocation of funds originating from the Debentures to the activities indicated above.

3.3           Issue Number

3.4           Serial Number

3.5           Total Issue Amount

3.6           Paying and Issuer Agents

3.7           Placement and Distribution Procedure

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3.8           Investment Interest Gathering Procedure (Bookbuilding Procedure)

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be permitted upon presentation of their respective investment intentions, without fixing minimum or maximum lots, to the Coordinators. Under penalty of cancellation of the respective investment intentions by the Coordinators, each Professional Investor must inform in their respective investment intentions, mandatorily, their status as a Related Party, if that is the case.

(v) other professionals who maintain a contract for the provision of services directly related to intermediation or the provision of operational support within the scope of the Offering with institutions participating in the Offering; (vi) companies directly or indirectly controlled by entities linked to the institutions participating in the Offering, provided that they are directly involved in the Offering; (vii) spouses or partners and children of the persons mentioned in items "(ii)" to "(v)” who are not of legal age; and

(viii) clubs and investment funds in which the majority of shares are held by related persons, unless they are managed by unrelated third parties, pursuant to item XVI, article 2 of CVM Resolution 160 and article 2, item XII, of CVM Resolution No. 35, of May 26, 2021, as amended.

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Persons, the remaining demand will total less than the number of Debentures offered while observing that, in this case, the placement of Debentures for Related Persons is limited to the extent necessary to compose the number of Debentures offered, provided that the full placement of Debentures requested by unrelated persons is preserved.

(iii) general investing public after six (6) months has elapsed from the Offer closing date. In any case, the obligations provided for in CVM Resolution 160 and other applicable legal and regulatory provisions must be observed.

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provisions that may come to replace it, and in other applicable regulations, including in relation to the minimum term for such advance redemption, are met, redeem all Debentures, pursuant to Clause 5.1 below, and subsequently cancel the Debentures, as applicable, pursuant to article 1, paragraph 1, item II, of Law 12.431, of CMN Resolution 4.751 and other applicable regulations; or (a.2) if the requirements for the advance redemption of the Debentures provided for in Federal Law 12.431, CMN Resolution 4.751, or other provisions that may come to replace it, and in other applicable regulations, including in relation to the minimum term for such advance redemption, are met, redeem all the Debentures, pursuant to Clause 5.1 below and subsequently cancel the Debentures, as applicable, starting on the date on which the Issuer is legally permitted to redeem Debentures in advance pursuant to Federal Law 12.431, CMN Resolution 4.751 and other applicable regulations; or (b) add additional amounts to the payments of the Restated Unit Par Value and Remuneration of Debentures in order for the Debenture Holders to receive such payments as if the withholding income tax were incurred at the rates in force on the date notice of the Offering is disclosed market beyond the scope of B3’s authority.

4.2           Profitability Start Date

4.3           Form, Type and Evidence of Ownership of the Debentures

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electronically in custody at B3, as the case may be, a statement will be issued by B3 in the name of the Debenture Holder, which will serve as proof of ownership of such Debentures.

4.6           Term and Maturity Date

5.1 below, depending on the specific case, the Advance Redemption Offer (as defined below) with eventual redemption of all Debentures, Optional Advance Redemption (as defined below), the Mandatory Redemption Offer (as defined below), and subsequent redemption of all the Debentures and/or the advance maturity of the obligations arising from the Debentures under the terms provided for in this Indenture, the Debentures will have a term of 10 (ten) years from the Issue Date and will therefore mature on July 15, 2036 (“Debentures Maturity Date”).

4.7           Debenture Unit Par Value

4.8           Number of Debentures

4.9           Subscription Price and Form of Payment

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Debenture payment date. Goodwill or discounts, if applicable, will be applied according to objective market conditions, at the sole discretion of the Coordinators, including, but not limited to: (i)  changes in the SELIC rate; (ii)  changes in the remuneration of national treasury bonds; (iii)  changes to the DI Rate, or (iv) relevant changes in the indicative trading rates for fixed income securities (debentures, real estate receivables and agribusiness receivables certificates and other certificates) disclosed by ANBIMA.

4.10        Adjustments for Inflation in Debentures

where:

VNa = Debentures’ Updated Unit Par Value, depending on the specific case, calculated to eight (8) decimal places, without rounding;

VNe = Debentures’ Unit Par Value or balance of the Unit Par Value, depending on the specific case, provided/calculated to 8 (eight) decimal places, without rounding;

C = accumulated factor for monthly variations in the IPCA, calculated to 8 (eight) decimal places, without rounding, as follows:

where:

k = NIk order number ranging from 1 to n;

n = total number of indexes considered in the Adjustment for Inflation, depending on the specific case, in which case "n" is an integer;

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Nik = value of the IPCA index number for the month prior to the month the update was made, if the update was made on an earlier date or on the Anniversary Date itself (as defined below). After the Anniversary Date, value of the IPCA index number for the update month. The month of adjustment refers to the date on which the Debentures were calculated;

Nik-1 = value of the IPCA index number for the month prior to month "k";

dup = number of Business Days between the Debentures’ Profitability Start Date, or the Anniversary Date, as defined below, for immediately preceding Debentures, depending on the specific case, including these respective dates, and the calculation date, excluding this specific date, limited to the total number of Business Days of validity of the IPCA index number. In such cases "dup" shall be an integer;

dut = number of Business Days elapsed between the Anniversary Date for immediately preceding Debentures, including this respective date, and the upcoming Debenture Anniversary Date, excluding this specific date, depending on the specific case. In such cases “dut" shall be an integer;

The IPCA shall apply to the shortest period permitted by legislation in force, without the need for adjustment to this Indenture or any other formality.

Notes:

(iv)

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disclosure of the IPCA. The projected IPCA index number shall be obtained according to the following formula:

NIkp = NIk-1 x (1+ANBIMA Projection)

Where:

"NIkp" = projected IPCA index number for the update month, calculated to 2 (two) decimal places, with rounding;

“NIk-1” = as defined above; and

"ANBIMA Projection" = the most recent projection for percentage variation in the IPCA for the month of update, published by ANBIMA at https://www.anbima.com.br/pt_br/informar/estatisticas/precos-e-indices/projecao-de-inflation-gp-m.htm.

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4.11        Remuneration of Debentures

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("Ceiling Rate" between (i) the internal rate of return of the Treasury IPCA+ with Semi-annual Interest (new denomination of the National Treasury Note, series B – NTN-B), maturing on May 15, 2035, based on the indicative quotation disclosed by ANBIMA on its website (https://www.anbima.com.br/pt_br/index.htm), as determined at the close of the Business Day on which the Bookbuilding Procedure is carried out, plus exponentially a negative spread of 0.20% (twenty hundredths percent) per year, on a 252 (two hundred and fifty-two) Business Days basis; or

(ii) 7.80% (six point eighty percent) per year, on a 252 (two hundred and fifty-two) Business Days basis ("Remuneration of the Debentures"), accruing from the Remuneration Start Date of the Debentures or the immediately preceding Remuneration Payment Date of the Debentures (inclusive), as the case may be, until the date of actual payment (exclusive). Remuneration of the Debentures will be calculated according to the following formula:

where:

J = unit value for Remuneration of the Debentures due at the end of the Capitalization Period (as defined below), calculated to eight (8) decimal places, without rounding.

VNA = Debentures’ Updated Unit Par Value, provided/calculated to 8 (eight) decimal places, without rounding;

InterestFactor = fixed interest factor, calculated to nine (9) decimal places, with rounding, according to the following formula:

where:

Rate = rate to be defined pursuant to Clause 4.11.1 above, provided as a unit value to 4 (four) decimal places and included in this Indenture through means of an amendment pursuant to Clause 4.11.2 below; and

DP = number of Business Days elapsed between the Debentures Profitability Start Date or the immediately preceding Debenture Remuneration Payment Date, including this respective date, depending on the specific case, and the calculation date, excluding this respective date. "DP" shall be an integer in such cases.

4.11.1 above, will be reflected through means of an amendment to this Indenture, without the need for a new corporate approval from the Issuer and/or approval at an Annual General Meeting of Debenture Holders (as defined below).

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4.12        Payment of the Remuneration of the Debentures

4.13        Amortization of Principal

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4.15        Extension of Terms

4.16        Late Payment Fees

4.17        Forfeiture of Rights to Additional Amounts

4.18        Programmed Renegotiation

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4.19        Publicity

(ii) publication, in the form of a notice, in the newspaper being replaced pursuant to paragraph 3, article 289 of the Brazilian Corporations Act.

4.21        Risk Rating

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Business Days counted from the date of its receipt by the Issuer.

5.1           Total Optional Early Redemption of the Debentures

(2) Late Payment Charges, if any; and (3) any pecuniary obligations and other additions relating to the Debentures, if any; or

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where:

VP = sum of the present value of Debentures’ payment installments after the Optional Complete Advance Redemption Date;

C Redemption= C factor for accumulated monthly variations in the index used calculated to 8 (eight) decimal places, without rounding, as follows:

where:

n = total number of indexes used in the Optional Complete Advance Redemption, in which "n" must be an integer;

NIk = value of the index number for the month prior to the month of adjustment, if the adjustment is made on an earlier date or on the Debentures’ Anniversary Date. After the Anniversary Date, value of the index number for the update month;

NIk-1 = value of the index number for the month prior to month "k".

dup = number of Business Days elapsed between the Payment Date or the most recent Debenture Anniversary Date (as defined below) and the calculation date, limited to the total number of Business Days for which the index used is valid. In such cases "dup" shall be an integer;

dut = number of Business Days elapsed between the most recent and the upcoming Debenture Anniversary Date. In such cases "dut" shall be an integer;

The factor resulting from the expression described below is considered to 8 (eight) decimal places, without rounding:

VNEk = unit value for each of the "k" amounts due for Debentures. In such cases the amount of each installment "k" shall be equivalent to the amortization payment for the Unit Par Value and/or Interest levied on the Unit Par Value for Debentures subject to Optional Advance Complete Redemption, calculated on a pro rata temporis, between the Optional Complete Advance Redemption Date and each payment date;

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Interest = (InterestFactor - 1), as defined in Clause 4.11.1;

n = total number of payment events to be carried out for Debentures, depending on the specific case. In such cases "n" shall be an integer;

FVPk = present value factor, calculated to nine (9) decimal places, with rounding, according to the following formula:

where:

TESOUROIPCA = NTN-B’s internal rate of return, for which the respective duration most closely approximates the Debentures’ remaining duration;

Redemption Premium Factor: rate to be defined according to the Bookbuilding Procedure equivalent to the lower of: i) the Spread for Debentures’ Remuneration relative to NTN-B as determined in the Bookbuilding Procedure, less 0.20% (twenty one hundredths of a percent) per year, according to a base of 252 (two hundred and fifty-two) Business Days; and

nk = number of Business Days elapsed between the Optional Complete Advance Redemption Date and the scheduled maturity date for each installment "k" due;

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(b) late fees, if applicable; and (c) any pecuniary obligations and other additions related to the Debentures, if any:

where:

VP = sum of the present value of the payment installments for Debentures maturing after the Optional Special Amortization date;

C Redemption = Accumulated Factor C, as defined in Clause 5.1.1 above, up until the Optional Special Amortization date;

VNEk = unit value of each of the "k" amounts due for Debentures. In such cases the amount of each installment "k" shall be equivalent to amortization payments for the Unit Par Value and/or Interest levied on the Unit Part Value of the Debentures subject to the Optional Special Amortization, calculated on a prorated basis between the Optional Special Amortization date and each payment date;

Interest = (InterestFactor - 1), as defined in Clause 4.11.1;

n = total number of payment events to be carried out for Debentures, in which case "n” shall be an integer;

FVPk = present value factor, calculated to nine (9) decimal places, with rounding, according to the following formula:

where:

TESOUROIPCA = NTN-B’s internal rate of return, for which the respective duration most closely approximates the Debentures’ remaining duration;

“Redemption Premium Factor”: rate to be defined according to the Bookbuilding Procedure equivalent to the lower of: i) the Spread for Debentures’ Remuneration relative to NTN-B as determined in the Bookbuilding Procedure, less 0.20% (twenty one hundredths of a percent) per year, according to a base of 252 (two hundred and fifty-two) Business Days; and

nk = number of Business Days elapsed between the Optional Special Amortization date of realization and the scheduled maturity date for each installment "k" due.

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Special Amortization provided for in Clause 5.2.2 above and the remaining calculations must be based on the balance of the Debentures’ Updated Unit Par Value after such payments are made.

5.3           Optional Acquisition

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25th (twenty-fifth) month (including this specific month itself) counted from the Issue Date, i.e., as of August 15, 2028, excluding the end date, pursuant to article 1, paragraph 1, item II, of Federal Law 12.431 and provided that the weighted average maturity greater than 4 (four) years is observed, pursuant to article 1, paragraph 1, item I, of Federal Law 12.431 (“Optional Acquisition”).

5.4           Mandatory Redemption Offer

(i) information on the Acquisition Event; (ii) the manner in which a statement was sent to the Issuer, as well as a copy to the Trustee, by the Debenture Holders who choose to adhere to the Mandatory Redemption Offer, as well as the period established for this purpose, which must be equal to 45 (forty-five) days counted from the disclosure of the Redemption Obligation Notice (“Exercise Period”); (iii) the date defined for redemption of the Debentures, which will be identical for all Debentures and be completed within 5 (five) Business Days of the end of the Exercise Period (“Mandatory Redemption Date”); and (iv) other information necessary for decision making on the part of the Debenture Holders and the operationalization of the redemption of the Debentures held by parties who indicate their interest in participating in the Mandatory Redemption Offer.

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12.431 and other applicable legislation and the provisions of Clause 5.3 above, as applicable.

(a) the risk rating for the Issue described in the Rating Report – Acquisition of Control is at least equivalent to or higher than two (2) levels below the Issue risk rating assigned by the Risk Rating Agency during the Offer; and (b) the Issue risk rating described in the Rating Report – Acquisition of Control is at least equivalent to or higher than the last risk rating obtained by the Issuer before the an acquisition originating from the direct or indirect shareholding control of the Issuer was made, subject to the obligation to prepare the Rating Report – Acquisition of Control (as defined below) provided for in Clause 7.17.1(XXXVI) of this Indenture;

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appointed advisor, regarding the Original Acquisition of Control; or (b) the date of the first Announcement of Potential Acquisition of Control, and ending 90 (ninety) days after the Announcement Date. If the Risk Rating Agency publicly announces, at any time during the period, that it has placed the risk rating for the Debentures under full or partial review due to the public announcement of Original Acquisition of Control or Announcement of Potential Acquisition of Control, the Period of Original Acquisition of Control must be extended to the date that corresponds to 60 (sixty) days after the date on which the Risk Rating Agency assigns a new credit rating or reaffirms the existing credit rating; and

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advance redemption premium to be offered by the Issuer, which must also comply with the provisions of the legislation applicable during the Advance Redemption Offer; (iv) the manner and deadline for manifestation from the Issuer, together with a copy sent to the Trustee, of the Debenture Holders agreeing to Advance Redemption Offer, subject to the provisions of Clause 5.5.4 below; (v) the effective date for the advance redemption of the Debentures and the amount of payment of the amounts due to the Debenture Holders, which must be a Business Day; and (vi) remaining information necessary for a decision to be made by the Debenture Holders and completion of the Advance Redemption Offer.

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other currencies. It is important to note that, for the purposes of this item, during transactions in which the Issuer acts as guarantor, the Debentures will only mature in advance if the Issuer fails to honor the amount of the debt or the guarantee granted within the contractually stipulated period;

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Days from the failure to comply with such non-pecuniary obligation, or within a specific cure period provided for in this Indenture;

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requiring payment. For the purposes of this Indenture, "Material Adverse Effect" is considered to be: the occurrence of a material adverse negative change in the Issuer’s economic, financial or operational conditions that impacts: (a) the timely fulfillment of the pecuniary obligations assumed by the Issuer before the Debenture Holders; and/or (b) the validity and enforceability of this Indenture;

(1) with the prior approval of the Debenture holders at a General Meeting of Debenture holders; or (2) through the Authorized Transaction (as defined below), provided that (a) the amendment is entered into in accordance with the model provided for in Annex III to this Indenture ("Drop Down Amendment") and (b) the current Issuer assumes, through a Drop Down Amendment, the condition of the guarantor for the Debentures in a jointly and several manner, and all obligations that may be assumed by the Assignee (as defined below) under the terms of this Indenture. For the purposes of this item, "Authorized Transaction" means the assignment of any rights and obligations assumed by the Issuer under this Indenture, at the Issuer’s sole discretion to AXIA Energia Norte S.A., a company registered under CNPJ No. 00.357.038/0001-16, AXIA Energia Sul S.A., which is registered under CNPJ No. 02.016.507/0001-69, and AXIA Energia Nordeste S.A., registered under CNPJ No. 33.541.368/0001-16, or to any other publicly-held company registered with the CVM in which equity interest is consolidated in the Issuer’s audited and consolidated financial statements. In such cases, the assignee must a publicly-held company registered with the CVM on the assignment date (any of which shall be referred to as the "Assignee"), so that, for all legal purposes and intents, the Assignee will become the "issuer" of the Debentures and irrevocably and irreversibly assume for legal purposes and intents the role of debtor and principal payor, as well as responsibility for all obligations, whether pecuniary or nonpecuniary, arising from the Debentures;

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defined in Anexo I to this Indenture) of the Issuer, according to the most recent consolidated financial statements of the Issuer available on the date of the event in question, or its equivalent value in other currencies, except if remedied (a) within the cure period established in the respective contract, if any; or (b) within 2 (two) Business Days from the date on which such obligation became due, should there be no specific cure period in the respective contract;

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or aggregate value in excess of 20% (twenty percent) of the Issuer's total consolidated assets, based on the latest audited financial statements made available by the Issuer at the time of the respective transaction (noting that transactions entered into pursuant to items (1) to

(3) above shall not be considered for the purpose of verifying the amount authorized in this item (4)). For purposes of this Indenture, "Sanctioned Person" means any individual, legal entity or unincorporated entity prohibited or sanctioned or prevented from conducting business in Brazil, in accordance with applicable Brazilian laws, or subject to civil penalties for violations of any legal or regulatory provision, domestic or foreign, relating to the practice of corruption or acts harmful to public administration, including, without limitation, the Anti-Corruption Laws;

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or investment in, new assets that have, at minimum, the same representativeness as the assets sold, assigned, leased or disposed of at the time of purchase (i.e., the book value of the assets acquired or invested in is, on an aggregate basis, at most, 20% (twenty percent) lower than the book value of the asset sold, assigned, leased or disposed of, as verified in the consolidated and audited financial statements of the Issuer ("Representativeness"), (e) transactions in which said property and/or asset (including equity interests) is leased or rented to third parties in the ordinary course of business of the Issuer and/or the Relevant Subsidiaries, including plant lease transactions; (f) if the Issuer or Relevant Subsidiary has carried out a transaction to acquire assets (including equity interests) that have, at minimum, the same Representativeness as the asset of the sale, assignment, lease or disposal transaction in question in the period of 24 (twenty-four) months (inclusive) prior to the completion of said sale, assignment, lease or disposal transaction in question; or (g) in other cases other than those provided for in any of items "a" to "f" above, provided that, jointly or individually, such transactions represent a value, individually or in aggregate, in an amount equivalent to or lower than 20% (twenty percent) of the consolidated total assets of the Issuer, based on the latest audited financial statements made available by the Issuer at the time of the respective transaction;

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an event within a period of up to one (1) Business Day so that the Issuer makes payment of the amount corresponding to the Debentures’ Updated Unit Par Value within a period of up to three (3) Business Days of the date the Advance Maturity Notice is received, depending on the specific case, more the Remuneration due until the effective payment date and Default Fees, if applicable, under the terms of this Indenture.

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in accordance with the Corporations Law, generally accepted accounting principles in Brazil, and the rules issued by the CVM, accompanied by the management report and the opinion of independent auditors with valid registration with the CVM. The Issuer authorizes these financial statements to be made available on the Trustee’s website; and (2) a statement, signed by a legal representative from the Issuer holding powers to do so under its bylaws, attesting to:

(I) that the provisions contained in this Indenture remain valid; (II) the non-occurrence of any Event of Default and the absence of breach of obligations by the Issuer to the Debenture Holders; (III) that the assets and properties of the Issuer were properly insured; and (IV) that no acts were performed in disagreement with the bylaws;

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(a) the Issuer and Paying Agents; (b) the Trustee; (c) the Risk Rating Agency; and (d) the Debentures' trading systems implemented on the B3 secondary market;

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(b) cases in which a failure to obtain or loss of authorizations, licenses and/or permits does not result in a Material Adverse Effect;

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municipal, state and federal agencies that may alternatively legislate or regulate the environmental standards in force; and (b) labor legislation and regulations, especially those related to persons with disabilities, occupational health and safety, except (1) alleged breaches questioned in good faith in the judicial and/or administrative spheres; or (2) violations that do not have a Material Adverse Effect;

in cases in which any the Issuer or any of its subsidiaries or the Issuer’s respective managers are involved in an investigation, inquiry, lawsuit and/or judicial or administrative proceedings conducted by a national or foreign administrative or judicial authority related to the practice of acts or crimes against the economic, tax or financial system, capital markets or national or foreign governments, the laundering or concealment of assets, receivables and amounts, terrorism or the financing of terrorism provided for in the applicable national and/or foreign legislation, within (a) five (5) Business Days or(b) five (5) Business Days of the date on which they are made aware of such an occurrence, respectively. In such cases, the Issuer must not be subject to secrecy or a court gag order, and must, when requested by the Trustee and whenever available, provide a copy of any decisions rendered and any judicial or out of court agreements entered into under the above-mentioned procedures, as well as detailed information on the measures adopted in response to such procedures;

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give rise to administrative, civil or criminal liability under Laws No. 6,385, of December 7, 1976, No. 7,492, of June 16, 1986, No. 8,137, of December 27, 1990, No. 8,429, of June 2, 1992, No. 14,133, of April 1, 2021 (or other procurement and public administration contract regulations), No. 9,613, of March 3, 1998, No. 12,529, of November 30, 2011, No. 12,846, of August 1, 2013, Decree-Law No. 2,848, of 1940, Decree No. 11,129, of July 11, 2022, U.S. Foreign Corrupt Practices Act of 1977, and the UK Bribery Act, as applicable to the Issuer ("Anti-Corruption Laws"), and must (a) adopt internal policies and procedures that ensure full compliance with the above laws, including by its employees and affiliates; (b) provide full knowledge of such regulations to all of its professionals prior to the beginning of their activities in the context of the Offering; and (c) refrain from engaging in acts of corruption and from acting in a manner harmful to public administration, national or foreign;

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R$ 14,000.00 (fourteen thousand reals), the first installment of which is due on the same date the installment (i) above is due during the following year. Remaining installments will be due on the same date during subsequent years (“Trustee Remuneration”).

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(fifteen) calendar days before the end of the above-mentioned period, it shall be the Issuer's responsibility to issue a call of meeting. It is hereby understood that the CVM may appoint a provisional substitute while the process of choosing a new Issue is underway. Replacements of the Trustee shall not result in remuneration being provided to the new Trustee that exceeds the amount agreed upon herein.

9.1           General Provisions

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matters of interest to the Debenture Holders ("Annual General Meeting of Debenture Holders").

9.2           Notice of meeting

4.19 above while respecting other rules related to the publication of a notice of call of annual general meetings contained in the Brazilian Corporations Act, applicable regulations and this Indenture. A call of meeting is waived in cases in which all Debenture Holders are present.

9.3           Quorum for Installation

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the presence of holders of the Debentures, representing at least 50% (fifty percent) with the addition of one of the Outstanding Debentures; and (ii) on second call, through any quorum.

9.4           Quorum for Deliberation

(ii) Remuneration Payment Dates or any amounts provided for in this Indenture; (iii) Debentures’ Maturity Date or term of validity;

(iv) amounts and amortization dates for the Debentures’ principal; (v) Unit Par Value; (vi) conditions for Optional Acquisition; (vii) inclusion or amendment of conditions for optional advance redemption, redemption offers or special amortization; (viii) any renegotiation event, may only be approved at an Annual General Meeting of Debenture Holders upon a favorable resolution being made by Debenture Holders, at any call of meeting, representing at least 75% (seventy-five percent) of the Outstanding Debentures, except for the changes referred to in Clause 9.4.1 above.

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on such dates. There are no obligations to third parties that are not reflected in such financial information (off-balance transactions). Such financial information was prepared in accordance with accounting principles generally accepted in Brazil, which were consistently applied during the periods involved, and, starting with the date of the financial statements, (a) there has been no Material Adverse Effect that has not been disclosed by the Issuer on the market through a notice of relevant event; (b) there have been no operations carried out outside the normal course of the Issuer’s business that are relevant to its activities and to this Issue; and (c) there has been no substantial increase in their indebtedness;

(d) the Issuer hold the permits, licenses, authorizations and approvals necessary for the exercise of their activities in accordance with applicable environmental legislation; and (e) they hold necessary records, in accordance with applicable civil and environmental legislation, in all cases, except for (1) non-conformities that are being questioned in good faith and for which a suspensive effect has been obtained; or (2) non-conformities that do not cause a Material Adverse Effect;

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(a) have been prepared in good faith and consider relevant circumstances at the Issuer and its subsidiaries; and (b) are sufficient, veracious, accurate, consistent and up to date as of the present date; and

To the Issuer:

AXIA ENERGIA S.A.

Avenida Graça Aranha, No. 26, Suite A, Centro, ZIP Code 20.030-900 – Rio de Janeiro – RJ

C/O: Mr. Fernando Henrique Costa Pinheiro and Livia Sendra Coelho Nogueira Phone: (21) 2514-5257

E-mail: fernando.pinheiro@axia.com / livia.nogueira@axia.com

To the Trustee:

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VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA.

Rua Gilberto Sabino, No. 215, unit 41, 4th floor, Pinheiros ZIP

Code 05.425-020, São Paulo – SP

C/O: Eugênia Souza

Phone: (11) 3030-7177

Email: agentefiduciario@vortx.com.br / pu@vortx.com.br (for pricing purposes)

To B3:

B3 S.A. – BRASIL, BOLSA, BALCÃO – BALCÃO B3

Praça Antônio Prado, No. 48, 6th floor,

ZIP Code 01010-901 – São Paulo – SP

C/O: Office of the Superintendent for Corporate Securities Offerings and

Funds – SCF Phone: (11) 2565-5061

E-mail: valores.mobiliarios@b3.com.br

11.3        Veracity of Documentation

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The Trustee shall not, under any circumstances, be held responsible for the preparation of corporate documents of the Issuer, which shall remain subject to the Issuer’s legal and regulatory obligations pursuant to applicable legislation.

11.4        Independence of Provisions of this Indenture

11.5        Extrajudicial Enforceable Instrument and Specific Performance

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11.10     Digital Signature

In witness whereof, the Parties, binding themselves and their successors, have executed this Indenture electronically.

Rio de Janeiro, July 17, 2026.

[remainder of page intentionally left blank]

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Signature Page to the "Private Indenture of the 11th (Eleventh) Issuance of Simple Debentures, Not Convertible into Shares, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of AXIA Energia S.A."

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ANNEX I

ADJUSTED EBITDA CALCULATION METHODOLOGY

Adjusted EBITDA (as defined below) is calculated as follows, namely:

Adjusted EBITDA The Issuer's Adjusted EBITDA must have the following composition: Income or Loss for the Period

Adjustments

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ANNEX II

Group Issues under which the Trustee Indicated that it Provides Trustee Services

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ANNEX III

MODEL DROP DOWN AMENDMENT

[·] AMENDMENT TO THE PRIVATE INSTRUMENT FOR THE 11th (ELEVENTH) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, IN A SINGLE SERIES FOR PUBLIC DISTRIBUTION PURPOSES UNDER AXIA ENERGIA S.A.’S AUTOMATIC REGISTRATION PROCEDURE.

By this private instrument:

institution authorized to operate by the Central Bank of Brazil, incorporated as a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at the address Rua Gilberto Sabino, No. 215, unit 41, 4th floor, Pinheiros, ZIP Code 05.425-020 and registered under CNPJ No. 22.610.500/0001-88, represented in this act under the terms of its articles of organization (“the Trustee”), acting in the capacity of representative of the Debenture holders (as defined below); and

{OR}

{OR}

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50761-901 and registered under CNPJ No. 33.541.368/0001- 16, the articles of incorporation of which are filed with the Board of Trade for the State of Pernambuco (“JUCEPE”) under NIRE 2630004937-6, represented in this act in the the manner described its bylaws (“AXIA Energia Nordeste”).]

WHEREAS:

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prepared prior to the closing of the Authorized Transaction (as defined in the Indenture) to ensure that, for all legal intents and purposes, [AXIA Energia Sul {or} AXIA Energia Norte {or} AXIA Energia Nordeste] will become the issuer of the Debentures and irrevocably and irreversibly assume, for all legal intents purposes, the function of debtor and primary payor for all pecuniary and non-pecuniary obligations arising from the Debentures ("Drop Down");

THE PARTIES HEREBY RESOLVE, through means of mutual agreement and in the manner described under the law, to enter into this "[·] Amendment to the Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, Not Convertible into Shares, in a Single Series Intended for Public Distribution under AXIA Energia S.A.’s Automatic Registration Procedure," ("the Amendment"), which will be governed by the following clauses and conditions.

3.1           Disclosure of the Amendment

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{or} AXIA Energia Nordeste] to observe other provisions governed by the CVM, pursuant to art. 62, § 5, of the Corporations Act.

{or} AXIA Energia Norte {or} AXIA Energia Nordeste {or^} AXIA Energia], which is the city of [·], in the State of [·] (“RTD Registry Office”).

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this Indenture or precedent with respect to any other non-performance or delay.

In witness whereof, being thus agreed, the Parties execute this Amendment electronically, so that it may produce its legal and proper effects, which binds the Parties and their successors for any reason.

São Paulo, [•] [•], 20[•].

[Signature fields to be included]

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ANNEX A – CONSOLIDATED DEBENTURE INDENTURE

[Consolidated Indenture on next page.] [Remainder of this page intentionally left blank.]

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ANNEX IV

MODEL AMENDMENT BOOKBUILDING PROCEDURE

AMENDMENT TO THE PRIVATE INSTRUMENT FOR THE 11th (ELEVENTH) ISSUE OF SIMPLE DEBENTURES, NOT CONVERTIBLE INTO SHARES, IN A SINGLE SERIES FOR PUBLIC DISTRIBUTION PURPOSES UNDER AXIA ENERGIA S.A.’S AUTOMATIC REGISTRATION PROCEDURE.

By means of this private instrument, on the one hand,

and, on the other hand,

institution authorized to operate by the Central Bank of Brazil, incorporated as a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at the address Rua Gilberto Sabino, No. 215, unit 41, 4th floor, Pinheiros, ZIP Code 05.425-020 and registered under CNPJ No. 22.610.500/0001-88, represented in this act under the terms of its articles of organization (“the Trustee”), acting in the capacity of representative of the Debenture holders (as defined below); and

the Issuer and the Trustee shall hereinafter be jointly referred to as "the Parties" and, individually and indistinctly, as “Party";

WHEREAS:

71

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6.385, of December 7, 1976, as amended, CVM Resolution No. 160, of July 13, 2022, as amended, and the remaining applicable legal provisions ("the Offer"), as well as their respective terms and conditions. The Board also approved the execution of the Indenture, its subsequent amendments, and the remaining documents comprising the Offer and the Issue to which the Issuer is a party, as well as their respective terms and conditions;

HEREBY RESOLVE to execute this "First Amendment to the Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, Not Convertible into Shares, in a Single Series, Intended for Public Distribution under AXIA Energia S.A.s Automatic Registration Procedure"(“First Amendment”), to reflect the results of the Bookbuilding Procedure, under the following Clauses and conditions.

Capitalized terms used herein, whether in singular or plural, shall have the meaning attributed to them in the Indenture.

“3.8.1 An investment intention collection procedure was adopted, organized by the Coordinators, with or without receipt of reservations, pursuant to articles 61 and 62 of CVM Resolution 160, as well as pursuant to the Distribution Agreement, to verify demand for the Debentures, which

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defined (i) the final quantity of Debentures; and (ii) the Redemption Premium Factor (as defined below) and the Amex Premium Factor (as defined below) (“Bookbuilding Procedure”).”

“4.11. Remuneration.

4.11.1. Debentures Remuneration. The Debentures’ Restated Unit Par Value will accrue interest corresponding to [●]% ([●]) per year, based on 252 (two hundred and fifty-two) Business Days ("Debentures’ Remuneration"). The Debentures’ Remuneration will be calculated in an exponential and cumulative manner and on a prorated basis for Business Days elapsed between the Debentures' Profitability Start Date or the date immediately preceding Debentures' Remuneration Payment Date (including the start date), depending on the specific case, up until the effective payment date (excluding the end date). Remuneration of the Debentures will be calculated according to the following formula:

where:

J = unit value for the Remuneration of Debentures due at the end of the Capitalization Period, calculated to eight (8) decimal places, without rounding.

VNA = the Debentures’ updated Unit Par Value calculated to eight (8) decimal places, without rounding;

InterestFactor = Fixed interest factor calculated to 9 (nine) decimal places, with rounding, determined as follows:

where:

Rate = [●],[●][●][●][●].

DP = number of Business Days elapsed between the Debentures Profitability Start Date or the immediately preceding Debenture Remuneration Payment Date, including this respective date, depending on the specific case, and the calculation date, excluding this respective date. "DP" shall be an integer in such cases.

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“5.1.1 The Issuer may redeem all (but not part) of the Debentures in advance at its sole discretion and regardless of the will of the Debenture Holders, starting on the date on which such redemption is permitted under applicable regulations, subject to the provisions of article 1, paragraph 1, of Federal Law 12.431, CMN Resolution 4.751, CMN Resolution 5.034 and other applicable laws or regulations that may be issued at a later date ("Optional Complete Advance Redemption“). Such a redemption may be made provided that the minimum weighted average maturity of 4 (four) years of payments has elapsed between the Issue Date and the date of the effective Optional Complete Advance Redemption, upon payment of the advance redemption amount for Debentures ("Advance Redemption Amount“) being provided, depending on the specific case, which will be equivalent to the greater of the following amounts:

(3)  any pecuniary obligations and other additions relating to the Debentures, if any; or

where:

VP = sum of the present value of Debentures’ payment installments after the Optional Complete Advance Redemption Date;

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C Redemption= C factor for accumulated monthly variations in the index used calculated to 8 (eight) decimal places, without rounding, as follows:

where:

n = total number of indexes used in the Optional Complete Advance Redemption, in which "n" must be an integer;

NIk = value of the index number for the month prior to the month of adjustment, if the adjustment is made on an earlier date or on the Debentures’ Anniversary Date. After the Anniversary Date, value of the index number for the update month;

NIk-1 = value of the index number for the month prior to month "k".

dup = number of Business Days elapsed between the Payment Date or the most recent Debenture Anniversary Date (as defined below) and the calculation date, limited to the total number of Business Days for which the index used is valid. In such cases "dup" shall be an integer;

dut = number of Business Days elapsed between the most recent and the upcoming Debenture Anniversary Date. In such cases "dut" shall be an integer;

The factor resulting from the expression described below is considered to 8 (eight) decimal places, without rounding:

VNEk = unit value for each of the "k" amounts due for Debentures. In such cases the amount of each installment "k" shall be equivalent to the amortization payment for the Unit Par Value and/or Interest levied on the Unit Par Value for Debentures subject to Optional Advance Complete Redemption, calculated on a prorated basis, between the Optional Complete Advance Redemption Date and each payment date;