AXIA Energia officer has 283 preferred shares redeemed

Rhea-AI Filing Summary

AXIA Energia S.A. (symbol AXIAY) reported that an officer, acting in the role described as Legal Vice-Presidency, had 283 Class "C" preferred shares mandatorily redeemed for cash on 2026-08-24 under the company’s bylaws. These preferred shares were subject to a 1:1 automatic conversion-or-redemption mechanism, and the redemption occurred instead of conversion. The filing states a redemption price of BRL 53.71 per share, translated for reporting at USD 10.38 per share using a 5.1740 BRL per USD exchange rate, excluding brokerage commissions and other execution costs. Following this restructuring-type disposition, the reporting person is shown as directly holding 4,340 shares.

Insider Trade Summary

Other: 283 shares

Other 1 txn

Insider de Siqueira Freitas Marcelo

Role See Remarks*

Type	Security	Shares	Price	Value
Other	Class "C" Preferred Shares F1, F2	283	$10.38	$3K

Holdings After Transaction: Class "C" Preferred Shares — 4,340 contracts (Direct)

Footnotes (2)

1. F1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.
2. F2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Key Figures

Class "C" preferred shares redeemed: 283 shares Redemption price: BRL 53.71 per share Reported USD price: USD 10.38 per share +3 more

6 metrics

Class "C" preferred shares redeemed 283 shares Mandatorily redeemed for cash on 2026-08-24

Redemption price BRL 53.71 per share Cash redemption price for the preferred shares

Reported USD price USD 10.38 per share Redemption price converted from BRL using Treasury exchange rate

Exchange rate 5.1740 BRL per USD Treasury Reporting Rates of Exchange as of June 30, 2026

Underlying common shares 283 shares Underlying security tied to the redeemed Class "C" preferred shares

Shares held after transaction 4,340 shares Direct holdings reported following the disposition

Key Terms

mandatorily redeemed, preferred shares, Bylaws, Treasury Reporting Rates of Exchange

4 terms

mandatorily redeemed financial

"The PNC Shares reported herein were mandatorily redeemed for cash"

preferred shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Bylaws regulatory

"Pursuant to Article 11 of the Bylaws of AXIA Energia S.A."

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Treasury Reporting Rates of Exchange financial

"using the ... Treasury Reporting Rates of Exchange as of June 30, 2026"

FAQ

What insider transaction did AXIAY report in this Form 4?

AXIA Energia S.A. reported that an officer had 283 Class "C" preferred shares mandatorily redeemed for cash on 2026-08-24 under the company’s bylaws, treating it as an other disposition of a derivative security.

What price per share was used for the redeemed AXIAY preferred shares?

The redemption price was BRL 53.71 per share, which was converted for reporting to USD 10.38 per share using a 5.1740 BRL per USD exchange rate from the U.S. Treasury’s Treasury Reporting Rates of Exchange.

How many AXIAY shares were affected by this insider transaction?

The transaction involved 283 Class "C" preferred shares, which were mandatorily redeemed for cash. The filing also shows 283 underlying common shares tied to this derivative position.

What are the reporting person’s AXIAY holdings after this Form 4 transaction?

After the reported restructuring-type disposition, the Form 4 shows the reporting person with 4,340 shares held directly. This figure reflects the position following the 283-share redemption event.

Was the AXIAY insider transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, so the transaction is not affirmed as having been carried out under a Rule 10b5-1 trading plan.

How do AXIA Energia’s bylaws affect these Class "C" preferred shares?

The bylaws provide that Class "C" preferred shares are either automatically converted into common shares at a 1:1 ratio over 2026–2031 or mandatorily redeemed for cash. The shares in this Form 4 were redeemed under that mechanism.

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Available on EDGAR 08/25/2026 - 12:34 PM Accepted by SEC EDGAR 08/25/2026 - 12:33 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^*

de Siqueira Freitas Marcelo

(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
[AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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)	08/24/2026		J			283	(1)	(1)	Common Shares	283	$10.38(2)	4,340	D

Explanation of Responses:

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.

2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Remarks:

*Legal Vice-Presidency

	/s/ Marcelo de Siqueira Freitas	08/25/2026
	** 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)