AXIA Energia (AXIA) director makes 30K-share bona fide gift

Rhea-AI Filing Summary

AXIA Energia S.A. director Vicente Falconi Campos reported a bona fide gift of 30,000 Class "B1" Preferred Shares on May 22, 2026 at a stated price of R$0.0000 per share, indicating no consideration was received. Following the gift, he directly holds 82,799 Class "B1" Preferred Shares.

Separately, entities he controls hold additional shares: Startours directly holds 3,818,090 Class "B1" Preferred Shares and Tuca directly holds 2,232,989 such shares, which he may be deemed to indirectly beneficially own through his control. Both Startours and Campos disclaim beneficial ownership of these indirectly held securities except to the extent of any pecuniary interest.

Insider Trade Summary

30,000 shares gifted

Mixed 3 txns

Insider Falconi Campos Vicente

Role null

Type	Security	Shares	Price	Value
Gift	Class "B1" Preferred Shares	30,000	$0.00	--
holding	Class "B1" Preferred Shares	--	--	--
holding	Class "B1" Preferred Shares	--	--	--

Holdings After Transaction: Class "B1" Preferred Shares — 82,799 shares (Direct, null); Class "B1" Preferred Shares — 3,818,090 shares (Indirect, See Footnotes)

Footnotes (1)

1. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds 3,818,090 Class "B1" Preferred Shares of AXIA Energia S.A. (the "Company"). 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, or otherwise. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds 2,232,989 Class "B1" Preferred Shares of the Company. 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 Securities Exchange Act of 1934, as amended, or otherwise.

Key Figures

Gifted shares: 30,000 shares Direct holdings after gift: 82,799 shares Startours holdings: 3,818,090 shares +3 more

6 metrics

Gifted shares 30,000 shares Class "B1" Preferred Shares gifted on May 22, 2026

Direct holdings after gift 82,799 shares Class "B1" Preferred Shares held directly after transaction

Startours holdings 3,818,090 shares Class "B1" Preferred Shares held by Startours, an entity controlled by Campos

Tuca holdings 2,232,989 shares Class "B1" Preferred Shares held by Tuca, an entity controlled by Campos

Gift transactions 1 transaction Bona fide gift recorded in transaction summary

Gifted share count summary 30,000 shares GiftShares in transaction summary

Key Terms

bona fide gift, controlling shareholder, indirectly beneficially own, pecuniary interest, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift" for the 30,000-share transfer"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

controlling shareholder financial

"Mr. Campos is a controlling shareholder in STARTOURS FIA IE ("Startours")"

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

indirectly beneficially own financial

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

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein"

Section 16 of the Securities Exchange Act of 1934 regulatory

"not be deemed an admission that Startours or Mr. Campos is the beneficial owner ... for purposes of Section 16 of the Securities Exchange Act of 1934"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

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Form 4 Insider Transactions: What Each Field Means →

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
[AXIA6]

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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
Class "B1" Preferred Shares	05/22/2026		G		30,000	D	$0	82,799	D
Class "B1" Preferred Shares								3,818,090	I	See Footnotes(1)(2)
Class "B1" Preferred Shares								2,232,989	I	See Footnotes(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds 3,818,090 Class "B1" Preferred Shares of AXIA Energia S.A. (the "Company"). Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours.

2. 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, or otherwise.

3. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds 2,232,989 Class "B1" Preferred Shares of the Company. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca.

4. 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 Securities Exchange Act of 1934, as amended, or otherwise.

Remarks:

	/s/ Vicente Falconi Campos	06/11/2026
	** 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)

FAQ

What insider transaction did AXIA (AXIA3) report for Vicente Falconi Campos?

AXIA Energia reported that director Vicente Falconi Campos made a bona fide gift of 30,000 Class "B1" Preferred Shares on May 22, 2026. The shares were transferred at a stated price of R$0.0000 per share, reflecting a non-market, no-consideration transaction.

How many AXIA Energia Class "B1" shares does Vicente Falconi Campos hold directly after the gift?

After the reported gift, Vicente Falconi Campos directly holds 82,799 Class "B1" Preferred Shares of AXIA Energia. This figure reflects his remaining direct position following the bona fide gift of 30,000 shares disclosed in the Form 4 filing.

What are Startours’ indirect holdings related to AXIA Energia (AXIA3)?

Startours directly holds 3,818,090 Class "B1" Preferred Shares of AXIA Energia. As a controlling shareholder of Startours, Vicente Falconi Campos may be deemed to indirectly beneficially own these shares, while both parties disclaim beneficial ownership beyond their actual pecuniary interest.

What are Tuca’s indirect holdings related to AXIA Energia (AXIA3)?

Tuca directly holds 2,232,989 Class "B1" Preferred Shares of AXIA Energia. Vicente Falconi Campos is a controlling shareholder of Tuca and may be deemed to indirectly beneficially own these shares, though both Tuca and Campos disclaim beneficial ownership except for any pecuniary interest.

Does the AXIA Energia insider gift involve open-market buying or selling?

The filing classifies the transaction as a bona fide gift, not an open-market trade. The 30,000 Class "B1" Preferred Shares were transferred at a stated price of R$0.0000 per share, indicating a non-market disposition rather than a purchase or sale on an exchange.

How does the AXIA Energia filing describe beneficial ownership for Startours and Tuca holdings?

The filing states that Startours, Tuca, and Vicente Falconi Campos disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. It also clarifies that the filing is not an admission of beneficial ownership for Section 16 purposes.