Executive at AXIA Energia (AXIA3) records preferred share redemption

Rhea-AI Filing Summary

AXIA Energia S.A. executive de Meirelles Wolff Elio Gil reported an “other” Form 4 transaction involving the company’s Class “C” preferred shares. Three preferred shares were mandatorily redeemed for cash at a redemption price of 52.00 Brazilian reals per share, equivalent to about $9.90 using the stated exchange rate.

These preferred shares, referred to as PNC Shares, are generally structured to convert into common shares on a 1:1 basis over fiscal years 2026 through 2031 unless redeemed earlier under the bylaws. After this small redemption, the reporting person directly holds 3,399 Class “C” preferred shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider de Meirelles Wolff Elio Gil

Role See Remarks*

Type	Security	Shares	Price	Value
Other	Class "C" Preferred Shares	3	$9.90	$29.70

Holdings After Transaction: Class "C" Preferred Shares — 3,399 shares (Direct, null)

Footnotes (1)

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing. The redemption price, $52.00 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Key Figures

Shares redeemed: 3 Class "C" preferred shares Redemption price: 52.00 BRL per share US dollar equivalent price: $9.90 per share +3 more

6 metrics

Shares redeemed 3 Class "C" preferred shares Mandatorily redeemed for cash

Redemption price 52.00 BRL per share Mandatory redemption price stated in footnote

US dollar equivalent price $9.90 per share Converted from 52.00 BRL using 5.2540 BRL/USD

Exchange rate 5.2540 BRL per USD Treasury Reporting Rate as of March 31, 2026

Preferred shares after transaction 3,399 Class "C" preferred shares Total directly held following redemption

Conversion ratio 1:1 into common shares PNC Shares convert into common shares under bylaws

Key Terms

Class "C" Preferred Shares, PNC Shares, mandatorily redeemed, redemption price, +1 more

5 terms

Class "C" Preferred Shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically converted"

PNC Shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically converted"

mandatorily redeemed financial

"such PNC Shares are not earlier mandatorily redeemed by the Company in accordance with its Bylaws"

redemption price financial

"The redemption price, $52.00 Brazilian reals ("BRL") per share, has been converted"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

Treasury Reporting Rates of Exchange financial

"using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 04:57 PM Accepted by SEC EDGAR 07/07/2026 - 04:57 PM Learn about SEC filing dates

FAQ

What insider transaction did AXIA (AXIA3) report in this Form 4?

AXIA Energia reported an “other” insider transaction where three Class "C" preferred shares were mandatorily redeemed for cash. The event reflects a small, bylaw-driven redemption rather than a typical open-market buy or sell by the executive.

What price was paid for the redeemed AXIA Energia preferred shares?

The redeemed Class "C" preferred shares carried a redemption price of 52.00 Brazilian reals (BRL) per share. This amount was translated to approximately $9.90 per share using an official 5.2540 BRL per USD exchange rate as of March 31, 2026.

How many AXIA Energia Class "C" preferred shares does the insider hold after the redemption?

Following the mandatory redemption of three shares, the reporting person directly holds 3,399 Class "C" preferred shares. These PNC Shares are structured to convert into common shares over fiscal years 2026 through 2031, unless redeemed earlier under the company’s bylaws.

How are AXIA Energia’s Class "C" preferred (PNC) shares structured to convert?

AXIA Energia’s bylaws provide that Class "C" preferred (PNC) shares automatically convert into common shares on a 1:1 basis. The conversion schedule allocates 4% of originally issued PNC Shares in each fiscal year 2026–2030, with all remaining shares converting in fiscal year 2031.

Was the AXIA Energia insider transaction a typical market buy or sell?

No. The Form 4 classifies the event under code “J” (Other) as an “other acquisition or disposition.” The footnotes explain that the three preferred shares were mandatorily redeemed for cash under the company’s bylaws, not traded in the open market.

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^*

de Meirelles Wolff Elio Gil

(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)

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

2a. Foreign Trading Symbol
[AXIA7]

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class "C" Preferred Shares	(1)	07/07/2026		J			3	(1)	(1)	Common Shares	3	$9.9(2)	3,399	D

Explanation of Responses:

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.

2. The redemption price, $52.00 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Remarks:

*Executive Vice-President of Strategy and Business Development

	/s/ Elio Gil de Meirelles Wolff	07/07/2026
	** 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)