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 August, 2025
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____
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GRGC/GRGCS Av. Graça Aranha, nº 26, 4º andar. 20030-900 Rio de Janeiro - RJ
RCA 1071, of 08.06.2025 DEL 128/2025
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CERTIFICATE
MINUTES OF THE ONE THOUSAND AND SEVENTY-FIRST MEETING OF THE BOARD OF DIRECTORS OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS
NIRE 3330034676-7/CNPJ No. 00001180/0001-26
This is to certify, for all due purposes, that the 1071st meeting of the Board of Directors of Centrais Elétricas Brasileiras S.A. – Eletrobras (“Company” or “Eletrobras”) was held on 08.06.2025, at the central office of Eletrobras, located at Avenida Graça Aranha, nº 26, 20º andar, Centro, Rio de Janeiro – RJ, as called by the Chairman of the Board of Directors, pursuant to article 31, §4, of the Company's Articles of Incorporation. The Director and Chairman of the Board of Directors, VICENTE FALCONI CAMPOS (VFC), chaired the meeting, and ANA SILVIA CORSO MATTE (ASM), FELIPE VILLELA DIAS (FVD) and MARISETE FÁTIMA DADALD PEREIRA (MFP), by videoconference. Directors JOSÉ JOÃO ABDALLA FILHO (JAF), MAURÍCIO TIOMNO TOLMASQUIM (MTT), PEDRO BATISTA DE LIMA FILHO (PBL) and SILAS RONDEAU CAVALCANTE SILVA (SRS), in person. The Directors CARLOS MARCIO FERREIRA (CMF) and NELSON JOSÉ HUBNER MOREIRA (NHM) directly expressed to the Governance Secretary a favorable vote on items 5.2 and 5.3 of the agenda, pursuant to item 8.3 of the Internal Regulations of the Board of Directors. Corporate Governance Participants: Vice President of Governance and Sustainability CAMILA GUALDA SAMPAIO ARAUJO (CSA), Governance Secretary FERNANDO KHOURY FRANCISCO JUNIOR (FKJ) and Governance Officer BRUNO KLAPPER LOPES (BKL). INSTRUCTIONS: The support material was made available to the Board members through the Governance Portal. QUORUMS FOR INSTALLATION AND RESOLUTIONS: The resolutions of this meeting must take place in the presence of a majority of its members, and its resolutions are taken by a majority of those present (art. 31, caput, Articles of Incorporation), except in cases of qualified quorum (art. 32, Articles of Incorporation). Quorum for installation: ten members, in compliance with the minimum quorum requirement. Minimum quorum for resolutions: six members, except in cases where there is an explicit record of alteration of the quorum of those present at the time of resolution. The previous declaration of conflict of interest by the Directors and/or their momentary absence result in their subtraction for the purposes of computing the minimum resolution quorum.
| Ø | DEL-128/2025. Resolution on interim dividends – Allocation of income for the year 2025 (RES 313, of 08.05.2025). The Board of Directors of Centrais Elétricas Brasileiras S.A. – Eletrobras, in the use of its powers, embodied in a deliberative proposal of the Executive Board resolved: |
| 1. | To approve, under the terms provided for in art. 57 of the Company's Articles of Incorporation, the distribution of dividends in the amount of $4,000,000,000.00 (four billion reais), to be carried out, at this time, in the form of interim dividends with the use of part of the balance of the statutory reserve referred to in art. 56, II of said Articles, as calculated on June 30, 2025, which will be considered, at the end of the year, as part of the mandatory dividend to be calculated in the 2025 profit and loss account, as shown below: |
| · | R$ 2.430363372 per class A preferred share (PNA); |
| · | R$ 1.933479023 per class B preferred share (GNP); |
| · | R$ 1.757706425 per common share (ON) and golden share. |
| Ø | Quorum to pass resolutions: Unanimity, pursuant to the proposal of the Executive Board (RES 313, of 08.05.2025). |
Closing and drawing up of the certificate of the minutes: It is recorded that the material relating to the resolutions of this Board of Directors' Meeting is filed at the Company's headquarters. At the end of the meeting, the Chairman ordered the Governance Secretary to draw up and sign this Certificate, after its reading
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GRGC/GRGCS Av. Graça Aranha, nº 26, 4º andar. 20030-900 Rio de Janeiro - RJ
RCA 1071, of 08.06.2025 DEL 128/2025
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and approval. The other resolutions were omitted because they deal with exclusively internal matters, protected by the duty of secrecy provided for in art. 155 of the Brazilian Corporation Law, not falling under § 1 of art. 142 of the same Law. The following were present: Director and Chairman of the Board of Directors VICENTE FALCONI CAMPOS (VFC) and Directors ANA SILVIA CORSO MATTE (ASM), FELIPE VILLELA DIAS (FVD), MARISETE FÁTIMA DADALD PEREIRA (MFP), JOSÉ JOÃO ABDALLA FILHO (JAF), MAURÍCIO TIOMNO TOLMASQUIM (MTT), PEDRO BATISTA DE LIMA FILHO (PBL) and SILAS RONDEAU CAVALCANTE SILVA (SRS), CARLOS MARCIO FERREIRA (CMF) and NELSON JOSÉ HUBNER MOREIRA (NHM).
Rio de Janeiro, August 14, 2025.
FERNANDO KHOURY FRANCISCO JUNIOR
Governance Secretary
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: August 19, 2025
| CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS | ||
| By: |
/S/ Eduardo Haiama |
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Eduardo Haiama Vice-President of Finance and Investor Relations |
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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.