AXIA Energia (AXIA3) officer exercises stock options, gains 42,905 shares and retains large option stake

Rhea-AI Filing Summary

AXIA Energia S.A. officer Costa Santos Carreira Renato exercised stock options to acquire 42,905 Common Shares on June 26, 2026. The options were exercised at an exercise price of R$54.18 per share, as part of the company’s restricted share-based compensation program, and all resulting shares are held directly.

The filing also shows a remaining stock option position linked to 203,364 Common Shares with an exercise price of R$42.00 per share. Footnotes explain that option exercise is subject to performance goals, multi-year vesting, exercise windows of 120 days after maturity, and a 180-day lock-up period after each exercise, during which the acquired shares may not be sold or transferred.

Insights

Equity compensation specialist

Routine option exercise increases direct share ownership with sizable options remaining.

The reporting officer of AXIA Energia S.A. exercised stock options into 42,905 Common Shares at an exercise price of R$54.18 per share. This is a classic equity compensation event, converting a portion of derivative pay into actual stock rather than a market purchase.

The filing shows remaining options over 203,364 underlying shares at an exercise price of R$42.00, indicating substantial additional potential equity exposure. Terms include performance conditions, staggered vesting over several years, 120-day post-maturity exercise windows, and a 180-day lock-up on exercised shares, which temporarily prevents resale.

Insider Trade Summary

42,905 shares exercised/converted

Mixed 3 txns

Insider Costa Santos Carreira Renato

Role See Remarks*

Type	Security	Shares	Price	Value
Exercise	Stock Options	42,905	$0.00	--
Exercise	Common Shares	42,905	$54.18	$2.32M
holding	Stock Options	--	--	--

Holdings After Transaction: Stock Options — 542,547 shares (Direct, null); Common Shares — 42,905 shares (Direct, null)

Footnotes (1)

1. The exercise price is R$54.18 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments. The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered. The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

Key Figures

Shares acquired via exercise: 42,905 shares Exercise price (exercised options): R$54.18 per share Remaining option underlying shares: 203,364 shares +3 more

6 metrics

Shares acquired via exercise 42,905 shares Common Shares acquired on June 26, 2026

Exercise price (exercised options) R$54.18 per share Stock options exercised into 42,905 Common Shares

Remaining option underlying shares 203,364 shares Underlying Common Shares for remaining stock options

Exercise price (remaining options) R$42.00 per share Exercise price on remaining stock options

Lock-up period after exercise 180 days Period during which exercised shares may not be sold or transferred

Post-maturity exercise window 120 days Time allowed to exercise options after each maturity period

Key Terms

Stock Options, restricted share based compensation program, lock-up period, exercise price

4 terms

Stock Options financial

"The filing also shows a remaining stock option position linked to 203,364 Common Shares"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

restricted share based compensation program financial

"The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program."

lock-up period financial

"Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

exercise price financial

"The exercise price is R$54.18 per share accrues interest at a rate of 5% per annum"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 02:01 PM Accepted by SEC EDGAR 06/29/2026 - 02:01 PM Learn about SEC filing dates

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^*

Costa Santos Carreira Renato

(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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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
Common Shares	06/26/2026		M		42,905	A	$54.18(1)	42,905	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	$54.18(1)	06/26/2026		M			42,905	(3)	(4)	Common Shares	42,905	$0	542,547	D
Stock Options(2)	$42(5)							(3)	(4)	Common Shares	203,364		203,364	D

Explanation of Responses:

1. The exercise price is R$54.18 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

2. The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.

3. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.

4. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.

5. The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

Remarks:

*Executive Vice President of People and Services

	/s/ Renato Costa Santos Carreira	06/29/2026
	** 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 did the AXIA (AXIA3) insider do in this Form 4 filing?

An AXIA Energia S.A. officer exercised stock options to acquire 42,905 Common Shares on June 26, 2026. The event reflects conversion of compensation-linked options into directly held equity, not an open-market share purchase or sale.

At what price were the AXIA Energia S.A. stock options exercised?

The exercised stock options carried an exercise price of R$54.18 per share. Footnotes add that this price accrues 5% annual interest from grant to exercise and may be adjusted as specified in the award documentation.

How many AXIA Energia S.A. shares did the insider acquire through option exercise?

The officer acquired 42,905 AXIA Energia S.A. Common Shares by exercising stock options. These shares are held directly and are subject to a 180-day lock-up period after exercise, during which they cannot be sold or transferred.

Does the AXIA insider still hold unexercised stock options after this transaction?

Yes. The filing shows remaining stock options linked to 203,364 underlying Common Shares at an exercise price of R$42.00 per share. These options represent additional potential equity exposure if performance and vesting conditions are met and they are later exercised.

What are the key vesting and lock-up terms of AXIA Energia S.A. stock options?

One-third of the stock options vest three years after grant, with further vesting on the fourth and fifth anniversaries. Vested options must be exercised within 120 days after maturity, and exercised shares are subject to a 180-day lock-up period during which sales are restricted.

Is this AXIA Energia S.A. Form 4 a market buy or sell of shares?

No. The Form 4 reports a derivative exercise, where stock options were converted into 42,905 Common Shares. It does not disclose any open-market purchases or sales; instead, it documents compensation-related option exercise and resulting share ownership.