Director of AXIA Energia (AXIA3) reports 40,000-share Class C gift transfers

Rhea-AI Filing Summary

AXIA Energia S.A. director Vicente Falconi Campos reported non-market transfers of Class "C" Preferred Shares. He made two bona fide gifts totaling 40,000 shares, giving 10,000 shares on June 15, 2026 and 30,000 shares on June 17, 2026, at a stated price of $0.00 per share.

After the June 15 gift, his directly held Class "C" Preferred Shares were 42,567, and after the June 17 gift they were 12,567. Separate indirect positions remain through investment funds: 573,588 underlying Common Shares via Startours and 980,750 underlying Common Shares via Tuca, with beneficial ownership disclaimed except to the extent of pecuniary interest.

The Class "C" Preferred Shares are automatically convertible into Common Shares on a 1:1 basis over fiscal years 2026–2031, with portions converting each year and the remainder in 2031.

Insights

Equity compensation and insider-trading analyst

Director reported 40,000-share gifts; remaining exposure stays large and indirect.

Director Vicente Falconi Campos reported two bona fide gifts totaling 40,000 Class "C" Preferred Shares. These are non-cash, non-market transfers coded G, so they do not represent open-market selling pressure or a view on current valuation.

Post-gift, he retains 12,567 Class "C" Preferred Shares directly, plus substantial indirect exposure: 573,588 and 980,750 underlying Common Shares via Startours and Tuca, respectively, with beneficial ownership disclaimed except for pecuniary interest. The automatic 1:1 conversion schedule through 2031 means these securities remain economically tied to future common equity.

Given the non-market nature of gifts and the sizable remaining indirect positions, this filing looks routine rather than thesis-changing. Future company filings may further clarify how the staged conversion of Class "C" Preferred Shares progresses across the 2026–2031 fiscal years.

Insider Trade Summary

40,000 shares gifted

Mixed 4 txns

Insider Falconi Campos Vicente

Role null

Type	Security	Shares	Price	Value
Gift	Class "C" Preferred Shares	30,000	$0.00	--
Gift	Class "C" Preferred Shares	10,000	$0.00	--
holding	Class "C" Preferred Shares	--	--	--
holding	Class "C" Preferred Shares	--	--	--

Holdings After Transaction: Class "C" Preferred Shares — 12,567 shares (Direct, null); Class "C" Preferred Shares — 980,750 shares (Indirect, See Footnotes)

Footnotes (1)

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the Class "C" Preferred Shares shall be automatically converted into Common Shares, assuming such Class "C" Preferred 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 Class "C" Preferred Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all Class "C" Preferred Shares remaining, in fiscal year 2031. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Class "C" 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. 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 the Class "C" 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. 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

Gift on June 15, 2026: 10,000 shares Gift on June 17, 2026: 30,000 shares Total shares gifted: 40,000 shares +3 more

6 metrics

Gift on June 15, 2026 10,000 shares Class "C" Preferred Shares bona fide gift at $0.00

Gift on June 17, 2026 30,000 shares Class "C" Preferred Shares bona fide gift at $0.00

Total shares gifted 40,000 shares Sum of June 15 and June 17 Class "C" Preferred gifts

Direct holdings after June 17, 2026 12,567 shares Director’s remaining Class "C" Preferred Shares

Indirect Startours position 573,588 underlying shares Underlying Common Shares via Startours, indirect ownership

Indirect Tuca position 980,750 underlying shares Underlying Common Shares via Tuca, indirect ownership

Key Terms

bona fide gift, pecuniary interest, indirectly beneficially own, Section 16 of the Securities Exchange Act of 1934, +2 more

6 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

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.

pecuniary interest financial

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

indirectly beneficially own financial

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

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.

Class "C" Preferred Shares financial

"the Class "C" Preferred Shares shall be automatically converted into Common Shares"

automatically converted financial

"Class "C" Preferred Shares shall be automatically converted into Common Shares"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/18/2026 - 05:19 PM Accepted by SEC EDGAR 06/18/2026 - 05:19 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^*

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
[AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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	(1)	06/15/2026		G			10,000	(1)	(1)	CommonShares	10,000	$0	42,567	D
Class "C" Preferred Shares	(1)	06/17/2026		G			30,000	(1)	(1)	CommonShares	30,000	$0	12,567	D
Class "C" Preferred Shares	(1)							(1)	(1)	CommonShares	980,750		980,750	I	See Footnotes(2)(3)
Class "C" Preferred Shares	(1)							(1)	(1)	CommonShares	573,588		573,588	I	See Footnotes(4)(5)

Explanation of Responses:

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the Class "C" Preferred Shares shall be automatically converted into Common Shares, assuming such Class "C" Preferred 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 Class "C" Preferred Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all Class "C" Preferred Shares remaining, in fiscal year 2031.

2. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Class "C" 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.

3. 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.

4. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the the Class "C" 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.

5. 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	06/18/2026
	** 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 activity did AXIA (AXIA3) report in this Form 4?

The Form 4 shows director Vicente Falconi Campos made bona fide gifts of Class "C" Preferred Shares. He transferred 10,000 shares on June 15, 2026, and 30,000 shares on June 17, 2026, without receiving cash, changing his direct share balance.

How many AXIA Energia Class "C" Preferred Shares were gifted by the director?

Vicente Falconi Campos gifted a total of 40,000 Class "C" Preferred Shares. The filing reports a 10,000-share gift on June 15, 2026, and a 30,000-share gift on June 17, 2026, both coded as bona fide gifts at a reported price of $0.00 per share.

Are the AXIA director’s Form 4 transactions open-market sales or non-market gifts?

The transactions are non-market gifts, not open-market sales. Both are coded "G" as bona fide gifts with a $0.00 per share price, meaning shares were transferred without sale proceeds, so they do not directly create selling pressure in the market.

What are the AXIA indirect holdings reported via Startours and Tuca?

The filing lists indirect positions in Class "C" Preferred Shares corresponding to 573,588 and 980,750 underlying Common Shares via Startours and Tuca. Campos may be deemed to indirectly beneficially own these through control, while each party disclaims beneficial ownership except for pecuniary interest.

How many AXIA Class "C" Preferred Shares does the director hold directly after the gifts?

After the reported gifts, Campos directly holds 12,567 Class "C" Preferred Shares. Following the 10,000-share gift on June 15, 2026, his direct balance was 42,567 shares, and after the additional 30,000-share gift on June 17, 2026, it decreased to 12,567 shares.

How will AXIA Energia’s Class "C" Preferred Shares convert into Common Shares?

Article 11 of AXIA Energia’s bylaws provides automatic 1:1 conversion of Class "C" Preferred into Common Shares. Four percent of originally issued Class "C" shares convert in each fiscal year 2026–2030, with all remaining Class "C" shares converting in fiscal year 2031, absent earlier mandatory redemption.