AXIA Energia (B3: AXIA3) director reports share awards and preferred conversions

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

AXIA Energia S.A. director Vicente Falconi Campos reported equity-related transactions involving Common Shares and Class "C" preferred shares (PNC Shares) on July 1, 2026. The filing shows grants or awards of Common Shares and related conversions of PNC Shares into Common Shares at no cash cost.

Indirect holdings through investment funds associated with Mr. Campos received 545, 932 and other Common Shares as compensation-type awards, bringing those indirect Common Share positions to 2,456,832 and 4,200,831 shares. Directly, Mr. Campos received 11 Common Shares, increasing his direct Common Share position to 142,204 shares.

In parallel, 545, 932 and 11 Class "C" preferred PNC Shares were converted into the same number of Common Shares, in line with a mandatory redemption of 0.0951% of AXIA Energia’s outstanding PNC Shares and the bylaws’ 1:1 automatic conversion framework.

Insider Trade Summary

1,488 shares exercised/converted

Mixed 6 txns

Insider Falconi Campos Vicente

Role null

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares	11	$0.00	--
Conversion	Class "C" Preferred Shares	932	$0.00	--
Conversion	Class "C" Preferred Shares	545	$0.00	--
Grant/Award	Common Shares	11	$0.00	--
Grant/Award	Common Shares	932	$0.00	--
Grant/Award	Common Shares	545	$0.00	--

Holdings After Transaction: Class "C" Preferred Shares — 12,556 shares (Direct, null); Class "C" Preferred Shares — 979,818 shares (Indirect, See Footnotes); Common Shares — 142,204 shares (Direct, null); Common Shares — 4,200,831 shares (Indirect, See Footnotes)

Footnotes (1)

On July 1, 2026, certain of the class "C" preferred shares ("PNC Shares") previously reported herein were converted into Common Shares, in connection with the mandatory redemption of 0.0951% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on June 14, 2026 and pursuant to the terms of the Company's bylaws. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Startours or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise. Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares shall be automatically converted into Common Shares, assuming such PNC Shares are not earlier mandatorily redeemed by the Company in accordance with its Bylaws, at a ratio of 1:1, as follows: 4% of the total volume of originally-issued PNC Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all PNC Shares remaining, in fiscal year 2031.

Key Figures

Common Share award 1: 545 Common Shares Common Share award 2: 932 Common Shares Direct Common Share award: 11 Common Shares +5 more

8 metrics

Common Share award 1 545 Common Shares Awarded indirectly on July 1, 2026 at R$0.00 per share

Common Share award 2 932 Common Shares Awarded indirectly on July 1, 2026 at R$0.00 per share

Direct Common Share award 11 Common Shares Awarded directly on July 1, 2026 at R$0.00 per share

Indirect Common holdings 1 2,456,832 Common Shares Indirect Common Shares after transactions as of July 1, 2026

Indirect Common holdings 2 4,200,831 Common Shares Second indirect Common Share position after transactions

Direct Common holdings 142,204 Common Shares Direct Common Shares held after July 1, 2026 transactions

Converted PNC Shares total 1,488 PNC Shares Total Class "C" preferred shares converted into Common on July 1, 2026

Mandatory redemption fraction 0.0951% of outstanding PNC Shares Portion of AXIA Energia’s PNC Shares mandatorily redeemed and converted

Key Terms

Class "C" Preferred Shares, PNC Shares, mandatory redemption, RSUs, +2 more

6 terms

Class "C" Preferred Shares financial

"Class "C" Preferred Shares were converted into Common Shares at a 1:1 ratio."

PNC Shares financial

"Certain of the class "C" preferred shares ("PNC Shares") were converted into Common Shares."

mandatory redemption financial

"Conversion occurred in connection with the mandatory redemption of 0.0951% of outstanding PNC Shares."

Mandatory redemption is a contract clause that forces an issuer to buy back a security—such as a bond, preferred share, or convertible—under specified conditions or at scheduled times. For investors it matters because it determines when and how they will get their principal or liquidation value returned, affects the timing of income, and can change the total number of outstanding securities, similar to a store being required to repurchase a product on a set schedule.

RSUs financial

"Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

indirectly beneficially own financial

"Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours."

automatic conversion financial

"PNC Shares shall be automatically converted into Common Shares at a ratio of 1:1 under the bylaws."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:32 PM Accepted by SEC EDGAR 07/02/2026 - 06:31 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Falconi Campos Vicente

(Last)

(First)

(Middle)

AVENIDA GRACA ARANHA, NO. 26

CENTRO

(Street)

RIO DE JANEIRO

20030-000

(City)

(State)

(Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
AXIA Energia S.A. [ AXIA3 ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol
[AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/01/2026		A		11⁽¹⁾	A	$0	142,204⁽²⁾	D
Common Shares	07/01/2026		A		932⁽¹⁾	A	$0	4,200,831	I	See Footnotes⁽³⁾
Common Shares	07/01/2026		A		545⁽¹⁾	A	$0	2,456,832	I	See Footnotes⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class "C" Preferred Shares	⁽⁵⁾	07/01/2026		C			11⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	11	$0	12,556	D
Class "C" Preferred Shares	⁽⁵⁾	07/01/2026		C			932⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	932	$0	979,818	I	See Footnotes⁽³⁾
Class "C" Preferred Shares	⁽⁵⁾	07/01/2026		C			545⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	545	$0	573,043	I	See Footnotes⁽⁴⁾

Explanation of Responses:

1. On July 1, 2026, certain of the class "C" preferred shares ("PNC Shares") previously reported herein were converted into Common Shares, in connection with the mandatory redemption of 0.0951% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on June 14, 2026 and pursuant to the terms of the Company's bylaws.

2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.

3. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Startours or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise.

4. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

5. Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares shall be automatically converted into Common Shares, assuming such PNC Shares are not earlier mandatorily redeemed by the Company in accordance with its Bylaws, at a ratio of 1:1, as follows: 4% of the total volume of originally-issued PNC Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all PNC Shares remaining, in fiscal year 2031.

Remarks:

	/s/ Vicente Falconi Campos	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did AXIA (AXIA3) director Vicente Falconi Campos report in this Form 4?

He reported grants of Common Shares and conversions of Class "C" preferred PNC Shares into Common Shares on July 1, 2026. These were compensation-type awards and mandatory bylaw-driven conversions, rather than open-market stock purchases or sales.

How many AXIA Energia Common Shares were granted or awarded in this filing?

The filing shows awards of 545 Common Shares, 932 Common Shares and 11 Common Shares at a price of R$0.00 per share. These grants increased both indirect holdings through investment funds and Mr. Campos’ direct Common Share position.

What happened to AXIA Energia’s Class "C" preferred (PNC) Shares in this Form 4?

Certain PNC Shares were converted into Common Shares on a 1:1 basis. Blocks of 545, 932 and 11 PNC Shares converted into an equal number of Common Shares, tied to a mandatory redemption of 0.0951% of outstanding PNC Shares under the bylaws.

How many AXIA Energia shares does Vicente Falconi Campos hold after these transactions?

After the transactions, indirect positions hold 2,456,832 and 4,200,831 Common Shares, while direct holdings include 142,204 Common Shares. Remaining PNC Share positions total 573,043, 979,818 and 12,556 shares across indirect and direct accounts.

Are the AXIA Energia shares held directly by Vicente Falconi Campos or through entities?

Some shares are held directly, but large blocks are held through investment funds Startours and Tuca. Mr. Campos controls these entities yet both he and the funds disclaim beneficial ownership beyond their actual economic interest in the securities.

Was this AXIA Energia Form 4 an open-market buy or sell by the director?

No. The transactions are coded as awards (A) and conversions (C), with zero price per share. They reflect equity compensation and automatic PNC Share conversion mechanics, not discretionary open‑market buying or selling of AXIA Energia stock.