AXIA Energia (AXIA3) director receives share grant and converts Class C preferred

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AXIA Energia S.A. director de Bittencourt Marinho Gisomar Francisco reported two equity-acquiring transactions. On July 1, 2026, he received 1 Common Share as a grant or award at a price of $0.00, bringing his direct Common Share holdings to 4,651 shares. On the same date, 1 Class "C" preferred share (PNC Share) was converted into 1 Common Share at a conversion price of $0.00, in connection with the mandatory redemption of 0.0951% of the company’s outstanding PNC Shares under the company’s bylaws. Following this conversion, his direct holdings of Class "C" preferred shares totaled 1,221 shares.

Insider Trade Summary

1 shares exercised/converted

Mixed 2 txns

Insider de Bittencourt Marinho Gisomar Francisco

Role null

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares	1	$0.00	--
Grant/Award	Common Shares	1	$0.00	--

Holdings After Transaction: Class "C" Preferred Shares — 1,221 shares (Direct, null); Common Shares — 4,651 shares (Direct, null)

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. 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 Shares granted: 1 share Common Shares after grant: 4,651 shares PNC Share converted: 1 share +4 more

7 metrics

Common Shares granted 1 share Grant/award at $0.00 on July 1, 2026

Common Shares after grant 4,651 shares Total Common Shares directly held after grant

PNC Share converted 1 share Class "C" preferred converted into 1 Common Share at $0.00

Class "C" preferred after conversion 1,221 shares Total Class "C" preferred shares directly held after conversion

Mandatory PNC redemption fraction 0.0951% Portion of outstanding PNC Shares subject to mandatory redemption

Annual PNC conversion rate 4% Share of originally-issued PNC Shares converting each fiscal year 2026–2030

Final PNC conversion year 2031 All remaining PNC Shares convert in fiscal year 2031

Key Terms

mandatory redemption, PNC Shares, automatic conversion, Class "C" Preferred Shares, +1 more

5 terms

mandatory redemption financial

"in connection with the mandatory redemption of 0.0951% of AXIA Energia S.A.'s 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.

PNC Shares financial

"certain of the class "C" preferred shares ("PNC Shares") previously reported herein were converted into Common Shares"

automatic conversion financial

"the PNC Shares shall be automatically converted into Common Shares, assuming such PNC Shares are not earlier mandatorily redeemed"

Class "C" Preferred Shares financial

"certain of the class "C" preferred shares ("PNC Shares") previously reported herein were converted"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:35 PM Accepted by SEC EDGAR 07/02/2026 - 06:35 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^*

de Bittencourt Marinho Gisomar Francisco

(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		1⁽¹⁾	A	$0	4,651	D

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	⁽²⁾	07/01/2026		C			1⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares	1	$0	1,221	D

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. 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/ Gisomar Francisco de Bittencourt Marinho	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 insider transactions did AXIA (AXIA3) report for July 1, 2026?

AXIA Energia S.A. reported that director de Bittencourt Marinho Gisomar Francisco received 1 Common Share as a grant and converted 1 Class "C" preferred share into 1 Common Share, both at $0.00, increasing his equity exposure through non-cash acquisitions.

How many AXIA Energia Common Shares does the director hold after these Form 4 transactions?

After the reported transactions, the director directly holds 4,651 Common Shares of AXIA Energia S.A. This reflects the addition of 1 share from a grant and 1 share from converting a Class "C" preferred share, as disclosed in the filing.

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

One Class "C" preferred (PNC) share held by the director was converted into 1 Common Share at $0.00. This occurred in connection with a mandatory redemption of 0.0951% of the company’s outstanding PNC Shares, pursuant to its bylaws.

What does the 0.0951% mandatory redemption of AXIA Energia PNC Shares mean?

The company carried out a mandatory redemption of 0.0951% of its outstanding PNC Shares. As part of this process, certain Class "C" preferred shares were converted into Common Shares, including 1 PNC Share held by the director, under the automatic conversion rules in the bylaws.

Are AXIA Energia’s PNC Shares automatically convertible into Common Shares?

Yes. The bylaws state PNC Shares automatically convert into Common Shares, unless mandatorily redeemed earlier. The conversion schedule includes 4% of originally issued PNC Shares each year from 2026 through 2030, with all remaining PNC Shares converting in fiscal year 2031.

Did the AXIA Energia director buy or sell shares on the open market?

The transactions were not open-market trades. The director received 1 Common Share as a grant and had 1 Class "C" preferred share converted into a Common Share at $0.00, both reflecting non-cash equity changes rather than market purchases or sales.