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AXIA Energia (AXIA3) officer receives share grant and converts PNC preferred into Common

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. officer de Souza Monteiro Ivan reported acquiring additional equity through a share award and a preferred-share conversion. He received 48 Common Shares as a grant at no cost and had 48 Class "C" preferred shares converted into Common Shares under a mandatory redemption of 0.0951% of the company’s outstanding PNC Shares. Following these transactions, he holds 416,125 Common Shares and 50,553 Class "C" preferred shares, with future automatic conversions of PNC Shares scheduled between 2026 and 2031 under the company’s bylaws.

Positive

  • None.

Negative

  • None.
Insider de Souza Monteiro Ivan
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares 48 $0.00 --
Grant/Award Common Shares 48 $0.00 --
Holdings After Transaction: Class "C" Preferred Shares — 50,553 shares (Direct, null); Common Shares — 416,125 shares (Direct, null)
Footnotes (1)
  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. 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.
Common Shares granted 48 shares Grant, award, or other acquisition of Common Shares at $0.0000 per share on July 1, 2026
PNC Shares converted 48 shares Conversion of Class "C" preferred PNC Shares into 48 Common Shares on July 1, 2026
Common Shares after transactions 416,125 shares Total Common Shares directly held by the insider following the July 1, 2026 transactions
Class "C" preferred after transactions 50,553 shares Total Class "C" preferred PNC Shares directly held after the conversion on July 1, 2026
Mandatory redemption fraction 0.0951% of outstanding PNC Shares Portion of AXIA Energia’s outstanding PNC Shares subject to mandatory redemption announced June 14, 2026
Annual automatic conversion rate 4% of originally issued PNC Shares Automatic conversion each fiscal year from 2026 through 2030 under Article 11 of the bylaws
Final conversion year Fiscal year 2031 All remaining PNC Shares automatically convert into Common Shares in 2031 under the bylaws
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.
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.
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"
Article 11 of the Bylaws financial
"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares shall be automatically converted"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 Souza Monteiro Ivan

(Last)(First)(Middle)
AVENIDA GRACA ARANHA, NO. 26
CENTRO

(Street)
RIO DE JANEIRO20030-000

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks*
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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares07/01/2026A48(1)A$0416,125(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class "C" Preferred Shares(3)07/01/2026C48(1) (3) (3)Common Shares48$050,553D
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. 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:
*Chief Executive Officer
/s/ Ivan de Souza Monteiro07/02/2026
** Signature of Reporting PersonDate
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 transactions did AXIA (AXIA3) report for de Souza Monteiro Ivan?

AXIA reported that officer de Souza Monteiro Ivan received 48 Common Shares as a share grant and had 48 Class "C" preferred PNC Shares converted into Common Shares, both dated July 1, 2026, increasing his direct Common Share holdings.

How many AXIA (AXIA3) Common Shares does the insider hold after these transactions?

After the reported award and conversion, de Souza Monteiro Ivan holds 416,125 Common Shares directly. This figure combines previously held shares with the 48-share grant and the 48-share conversion, as indicated in the Form 4’s post-transaction ownership totals.

What happened to AXIA (AXIA3) Class "C" preferred PNC Shares in this Form 4?

The filing shows 48 Class "C" preferred PNC Shares were converted into 48 Common Shares. This occurred in connection with a mandatory redemption of 0.0951% of AXIA Energia S.A.’s outstanding PNC Shares, as provided for in the company’s bylaws.

Why were AXIA (AXIA3) PNC Shares converted into Common Shares?

The conversion was triggered by a mandatory redemption of 0.0951% of outstanding PNC Shares announced on June 14, 2026. Under AXIA’s bylaws, certain PNC Shares are automatically converted into Common Shares according to predefined redemption and conversion rules.

What ongoing conversion schedule for AXIA (AXIA3) PNC Shares does the Form 4 reference?

A footnote explains that Article 11 of AXIA’s bylaws calls for 4% of the originally issued PNC Shares to convert into Common Shares each fiscal year from 2026 through 2030, with all remaining PNC Shares converting in fiscal year 2031.

Does the AXIA (AXIA3) Form 4 mention RSUs held by the insider?

One footnote states the reported Common Share total represents the sum of restricted stock units (RSUs) and Common Shares held by the reporting person. This clarifies that his 416,125-share figure includes both awarded RSUs and directly held shares.