AXIA Energia (AXIA3) funds convert Class C preferred into common shares

Rhea-AI Filing Summary

AXIA Energia S.A. reported that investment funds associated with director Jose Joao Abdalla Filho converted Class "C" preferred shares into common shares under the company’s bylaws. On July 1, 2026, 20,452 and 3,721 preferred shares were converted into the same number of common shares at a stated price of zero, as part of a mandatory redemption of 0.0951% of outstanding PNC Shares.

After these automatic conversions, indirect holdings reported through the relevant funds include 96,710,152 and 14,893,596 common shares, alongside 21,485,811 and 3,909,902 remaining Class "C" preferred shares. Footnotes note that Banclass FIA and FIA Dinamica Energia directly hold these securities and each, together with Mr. Filho, disclaims beneficial ownership except for pecuniary interest.

Insider Trade Summary

24,173 shares exercised/converted

Mixed 4 txns

Insider Abdalla Filho Jose Joao

Role null

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares	3,721	$0.00	--
Conversion	Class "C" Preferred Shares	20,452	$0.00	--
Grant/Award	Common Shares	3,721	$0.00	--
Grant/Award	Common Shares	20,452	$0.00	--

Holdings After Transaction: Class "C" Preferred Shares — 3,909,902 shares (Indirect, See Footnotes); Common Shares — 14,893,596 shares (Indirect, See Footnotes)

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. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass and Mr. Filho 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 Banclass or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. Mr. Filho is a controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica and Mr. Filho 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 Dinamica or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise. 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 from conversion: 20,452 shares Additional common shares from conversion: 3,721 shares Common shares indirectly held (fund 1): 96,710,152 shares +5 more

8 metrics

Common shares from conversion 20,452 shares Converted from Class "C" preferred into common on July 1, 2026

Additional common shares from conversion 3,721 shares Converted from Class "C" preferred into common on July 1, 2026

Common shares indirectly held (fund 1) 96,710,152 shares Total common shares reported following transactions

Common shares indirectly held (fund 2) 14,893,596 shares Total common shares reported following transactions

Class "C" preferred held (fund 1) 21,485,811 shares Class "C" preferred shares remaining after conversion

Class "C" preferred held (fund 2) 3,909,902 shares Class "C" preferred shares remaining after conversion

Mandatory PNC redemption slice 0.0951% Portion of outstanding PNC Shares mandatorily redeemed July 1, 2026

Annual automatic PNC conversion 4% per year Of originally issued PNC Shares in each fiscal year 2026–2030

Key Terms

mandatory redemption, PNC Shares, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +2 more

6 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"

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

"beneficial owner of any of the reported securities 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.

automatic conversion financial

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

controlling shareholder financial

"Mr. Filho is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:14 PM Accepted by SEC EDGAR 07/02/2026 - 06:14 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^*

Abdalla Filho Jose Joao

(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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/01/2026		A		3,721(1)	A	$0	14,893,596	I	See Footnotes(2)
Common Shares	07/01/2026		A		20,452(1)	A	$0	96,710,152	I	See Footnotes(3)

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
Class "C" Preferred Shares	(4)	07/01/2026		C			3,721(1)	(4)	(4)	Common Shares	3,721	$0	3,909,902	I	See Footnotes(2)
Class "C" Preferred Shares	(4)	07/01/2026		C			20,452(1)	(4)	(4)	Common Shares	20,452	$0	21,485,811	I	See Footnotes(3)

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. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass and Mr. Filho 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 Banclass or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise.

3. Mr. Filho is a controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica and Mr. Filho 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 Dinamica or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

4. 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/ Jose Joao Abdalla Filho	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)