AXIA Energia S.A. (AXIA) SEC Filings

AXIA Energia S.A. director Pedro Batista de Lima Filho reported mixed insider activity on August 12, 2026. Managed accounts associated with funds he is linked to purchased 45,500 Class "C" preferred shares (convertible 1:1 into common shares under the bylaws) at a weighted average of about $9.56 per share, while selling 45,000 common shares at a weighted average of about $9.63 per share, for a small net purchase of 500 shares. All trades were executed through investment vehicles managed by Radar Gestora, with Filho and the entities disclaiming beneficial ownership except for any pecuniary interest. Separately, he reports 51,115 common shares held directly after these transactions. Prices reflect weighted averages in Brazilian reals converted to U.S. dollars using a stated 5.1740 BRL per USD rate.

Corso Matte Ana Silvia, a director of AXIA Energia S.A., purchased 1,100 Common Shares on 2026-08-10 in an open-market or private transaction at approximately $9.86 per share. The reported price reflects BRL 51.02 per share converted to U.S. dollars using a 5.1740 BRL per USD Treasury exchange rate as of June 30, 2026. Following this purchase, the director holds 18,605 shares directly, in addition to 1,000 shares held indirectly by a spouse. The filing does not indicate use of a Rule 10b5-1 trading plan.

AXIA Energia S.A. director Pedro Batista de Lima Filho reported mixed trading on August 7, 2026 through entities managed by Radar Gestora, where he is a partner. Managed accounts collectively sold 165,000 AXIA common share equivalents and purchased 114,000, a net sale of 51,000 shares, at weighted-average prices around $10.25 per share based on BRL prices converted at a BRL 5.1740 per USD rate. The trades include both common shares and Class "C" preferred shares that automatically convert into common shares on a 1:1 basis over 2026–2031, and are reported as indirect holdings for funds such as Maliko, Manuka, Tucurui, Xingo, Radar and Infrad, with Filho and these entities disclaiming beneficial ownership beyond their pecuniary interests. Filho also reports 51,115 AXIA common shares held directly after these transactions.

AXIA Energia S.A. reported that trading of its American Depositary Receipts began on the U.S. over-the-counter market, with ADRs for its common shares listed under ticker AXIAY and ADRs for its Class C preferred shares under ticker AXICY.

The company also filed Form 15F with the U.S. Securities and Exchange Commission to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its SEC reporting obligations. Deregistration and termination of these obligations are expected to become effective 90 days after the Form 15F filing, and the company plans to keep the market informed on subsequent steps.

AXIA Energia S.A. approved a Partial Mandatory Redemption of 37,237,014 Class “C” preferred shares (PNC), representing 6.14% of that class and totaling R$2,000,000,000, at a redemption price of R$53.71 per share. The redemption for PNC holders will occur on August 24, 2026, applied automatically on a pro rata basis, with payment in Brazilian reais through the company’s bookkeeping agent. PNC holders may instead elect to convert any or all PNC shares subject to redemption into common shares at a 1.1:1 ratio; ADS holders cannot use this conversion option.

For ADSs, 6.14% of outstanding ADSs will also be mandatorily redeemed for cash in U.S. dollars after the Effective Date, based on funds received in Brazil, net of taxes and depositary fees of up to US$0.05 per ADS cancelled and up to US$0.05 per ADS held for the cash distribution. ADSs will cease trading on the NYSE after the close of business on August 7, 2026 and begin trading on the OTC Markets Group’s Pink Limited Market the same day, with trading continuing for ADSs not redeemed.

AXIA Energia S.A. presents a detailed long-term model for its Brazilian power generation and transmission businesses from 2025 through 2058. For 2025, the model shows a total contribution margin of R$40,950mm, split between generation at R$23,870mm and transmission at R$17,080mm. In generation, 2025 gross revenue is R$36,214mn with net revenue of R$31,486mn, based on 15,901 MWm of volume at an average price of 260 R$/MWh. The modeling explicitly incorporates hydrological risk via GSF and RRH assumptions, taxes such as PIS/COFINS at 9.25%, and sector charges including CFURH, TFSEE, RGR and P&D.

The model assumes fixed selling prices of R$300/MWh for energy available to allocate across subsystems and a hydro modulation premium of 10 R$/MWh. Portfolio data indicate total installed capacity of 44,430 MW and total assured capacity of 21,548 aMW, predominantly hydro. For transmission, net revenue is treated as contribution margin and is driven mainly by Allowed Annual Revenue (RAP), with a regulatory WACC of 12.12% p.a., a 3.00% depreciation rate and O&M at 2.00% of VNR. Annual unit capex for reinforcements and improvements in renewed contracts is set at R$4,713mm, and extensive appendices explain how RAP, regulatory asset base, tariff reviews and capex feed into projected margins.

AXIA Energia S.A. reports stronger 2Q26 results, with Adjusted Regulatory EBITDA of R$ 6,683 million, up 21.5% year over year. Adjusted gross revenue reached R$ 12,910 million on an IFRS basis and R$ 11,728 million on a regulatory basis. IFRS net income turned from a R$ 1,325 million loss in 2Q25 to a R$ 1,191 million profit in 2Q26, while adjusted net income increased to R$ 1,608 million.

Investments accelerated, totaling R$ 3,117 million in 2Q26, up 52.6% year over year. The company won a transmission auction with projected ANEEL CAPEX of R$ 668 million and RAP of R$ 50.8 million, contributing to contracted transmission investments of R$ 15,540 million in CAPEX and R$ 2,000 million in RAP. A capital allocation methodology approved up to R$ 3.7 billion available in 2Q26, totaling R$ 7.7 billion in 1H26, and PNC share redemption and conversion of R$ 2 billion. The generation contribution margin in the free and spot markets rose to R$ 96/MWh from R$ 73/MWh in 2Q25.

The energy portfolio spans all Brazilian submarkets, with 893 customers in 2Q26, of which 798 operate in the free contracting environment. On the ESG front, AXIA Energia received Brazil’s Pro-Ethics Seal, completed migration to B3’s Novo Mercado governance segment, and committed R$ 78 million to environmental restoration projects in the Parnaíba River basin, alongside a multi-year climate risk adaptation program.

AXIA Energia S.A. will redeem its class “C” preferred shares (PNC). The redemption amount per share will equal the closing trading price of its common shares on August 5, 2026, namely R$ 53.71. The shareholder position at the end of August 7, 2026 will be the record date. Payment will be made in Brazilian currency, in a single installment, on August 24, 2026, with payment to ADR holders occurring within up to seven business days after payment to holders of PNC shares traded on B3.

Brazilian resident investors may be subject to income tax and other taxes on any gain from the redemption, according to rules for their investor category. Non-resident investors may have Withholding Income Tax (WHT) retained on any capital gain, deducted from the redemption amount. Non-residents must send an Excel spreadsheet and supporting documents with acquisition cost information to resgate@axia.com.br by 6:00 p.m. (Brasília time) on August 13, 2026 so the Company can calculate any capital gain based solely on the information provided.

AXIA Energia S.A. approved a second redemption/conversion operation for its Class C Preferred Shares (PNC). The board of directors authorized redemption of 37,237,014 PNC shares, equivalent to R$ 2.0 billion and representing 6.14% of the outstanding shares of this class, on August 6, 2026.

The company indicates that investors can access additional information and channels for submitting elections to convert PNC shares through a dedicated page on its Investor Relations website. The notice also reiterates standard forward-looking statement cautions regarding economic, regulatory, and operating risks that may affect future results.