MATERIAL FACT – Sale of Transmission Assets

EQUATORIAL S.A.
Publicly-Held Company
Corporate Taxpayer ID (CNPJ) No 03.220.438/0001-73
Company’s Registry (NIRE) 21.300.009.38-8
CVM Code No. 02001-0

FATO RELEVANTE

Sale of Transmission Assets

A EQUATORIAL S.A. (“Equatorial” or “Company”) (B3: EQTL3; USOTC: EQUEY), in compliance with the term of Article 157, Paragraph 4 of Law No. 6,404 of 1976 and CVM Resolution No. 44 of 2021, hereby informs that, on this date, a Share Purchase Agreement and Other Covenants (“Agreement”) has been executed between Equatorial S.A., as the seller, and Infraestrutura e Energia Brasil S.A. (“Infraestrutura Energia”), as the buyer and a subsidiary of Verene Energia S.A., a portfolio company of Caisse de dépôt et placement du Québec (“CDPQ”), setting forth, among other matters, the terms and conditions for the sale of all shares issued by Equatorial Transmissão S.A. (“Equatorial Transmissão”), a wholly owned subsidiary of Equatorial S.A. and sole shareholder of seven SPVs holding transmission assets and Equatorial Transmissora Holding S.A. (“Transmission Companies”) (“Transaction”).

In the context of the Transaction, the enterprise value is up to R$ 9.395 billion. This amount considers an equity value of up to R$ 5.188 billion as of the reference date of June 30, 2025 (“Reference Date”), subject to adjustment based on the CDI rate from the Reference Date until the actual closing, and subject to the price adjustment mechanisms set forth in the Agreement.

Additionally, the net debt of the transmission assets as of December 2024 was R$ 2.862 billion, and the projected net debt on base-date (Jun,2025) will be adjusted for the effects of (i) payment of declared dividends and (ii) capital reduction of the exceeding cash. Therefore, the cash generated during the period (January to June) will be retained by Equatorial S.A..

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