AXIA Energia (B3: AXIA3) logs Novo Mercado-driven preferred to common share swap
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
AXIA Energia S.A. reported an internal share restructuring involving director Vicente Falconi Campos in connection with the company’s migration to the Novo Mercado segment of B3. On June 5, 2026, each outstanding Class "B1" Preferred Share was mandatorily exchanged for 1.1 Common Shares, with no cash changing hands.
The Form 4 records "J" code transactions showing the disposition of all reported Class "B1" Preferred Shares and the corresponding acquisition of Common Shares through entities associated with Mr. Campos and in his direct holdings. Following the Exchange, he holds 142,193 Common Shares directly, including 40,476 unvested RSUs, and additional Common Shares are held indirectly through investment vehicles he controls, subject to beneficial ownership disclaimers.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Falconi Campos Vicente
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Shares | 91,078 | $0.00 | -- |
| Other | Common Shares | 4,199,899 | $0.00 | -- |
| Other | Common Shares | 2,456,287 | $0.00 | -- |
| Other | Class "B1" Preferred Shares | 82,799 | $0.00 | -- |
| Other | Class "B1" Preferred Shares | 3,818,090 | $0.00 | -- |
| Other | Class "B1" Preferred Shares | 2,232,989 | $0.00 | -- |
Holdings After Transaction:
Common Shares — 142,193 shares (Direct, null);
Common Shares — 4,199,899 shares (Indirect, See Footnotes);
Class "B1" Preferred Shares — 0 shares (Direct, null);
Class "B1" Preferred Shares — 0 shares (Indirect, See Footnotes)
Footnotes (1)
- On June 5, 2026, in connection with Axia Energia S.A.'s (the "Company") migration to the Novo Mercado listing segment of B3 S.A. -- Brasil, Bolsa, Balcao, each outstanding Class "B1" Preferred Share of the Company was mandatorily exchanged for 1.1 Common Shares (the "Exchange"). Vicente Falconi Campos ("Mr. Campos") neither paid nor received any cash consideration in connection with the Exchange. The amounts reported herein reflect only the acquisition of Common Shares and the corresponding disposition of Class "B1" Preferred Shares pursuant to the Exchange. Represents the sum of (i) 40,476 unvested RSUs; and (ii) Common Shares held by Mr. Campos. Mr. Campos is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares of the Company reported in this filing. 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 the Common Shares of AXIA reported in this filing. 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. Mr. Campos is a controlling shareholder in Startours which directly holds the Class "B1" Preferred Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. Mr. Campos is a controlling shareholder in Tuca which directly holds the Class "B1" Preferred Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca.
Key Figures
Restructured shares: 12,881,142 shares
Exchange ratio: 1.1 Common Shares per Preferred Share
Direct common holdings: 142,193 Common Shares
+3 more
6 metrics
Restructured shares
12,881,142 shares
Total shares in J-code restructuring transactions
Exchange ratio
1.1 Common Shares per Preferred Share
Mandatory Exchange on June 5, 2026
Direct common holdings
142,193 Common Shares
Shares directly held by Mr. Campos after Exchange
Unvested RSUs
40,476 RSUs
Included within direct holdings of Common Shares
Indirect common block 1
2,456,287 Common Shares
Indirectly held through an investment vehicle
Indirect common block 2
4,199,899 Common Shares
Indirectly held through another investment vehicle
Key Terms
Novo Mercado, Class "B1" Preferred Shares, mandatory exchange, RSUs, +2 more
6 terms
Novo Mercado financial
"migration to the Novo Mercado listing segment of B3 S.A. -- Brasil, Bolsa, Balcao"
mandatory exchange financial
"each outstanding Class "B1" Preferred Share of the Company was mandatorily exchanged for 1.1 Common Shares"
A mandatory exchange is a contractual rule that forces one type of security to be swapped for another—most often debt being converted into stock—at a set date or when specific conditions occur. Investors care because it changes who owns the company and its financial shape: creditors become shareholders, debt levels fall, and existing owners can be diluted, so the company's risk profile, voting control and future earnings per share can shift like swapping a loan for a roll of stock certificates.
RSUs financial
"Represents the sum of (i) 40,476 unvested RSUs; and (ii) Common Shares"
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.
beneficial ownership financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein"
FAQ
What insider transaction did AXIA (AXIA3) report for Vicente Falconi Campos?
AXIA reported a restructuring transaction where director Vicente Falconi Campos’ Class "B1" Preferred Shares were mandatorily exchanged for Common Shares. The Form 4 shows code J entries reflecting this internal reclassification rather than an open-market buy or sell.
What does the J transaction code mean in AXIA’s Form 4 filing?
The J code in AXIA’s Form 4 represents “Other acquisition or disposition.” Here it reflects the mandatory exchange of Class "B1" Preferred Shares into Common Shares, related to AXIA Energia’s listing migration, rather than a typical discretionary purchase or sale in the market.