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AXIA Energia EVP converts 625 preferred shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (symbol AXIAY) reports that Executive Vice-President de Meirelles Wolff Elio Gil converted 625 Class "C" preferred shares into 625 Common Shares on September 16, 2026, in connection with a mandatory redemption of 19.61% of the company’s outstanding Class "C" preferred shares under its bylaws. After the transactions, the executive holds 2,566 Class "C" preferred shares and a total of 85,456 Common Shares (including RSUs), all as direct ownership. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider de Meirelles Wolff Elio Gil
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F3, F1 625 $0.00 $0.00
Grant/Award Common Shares F1, F2 625 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 2,566 contracts (Direct); Common Shares — 85,456 shares (Direct)
Footnotes (3)
  1. F1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 2026 and pursuant to the terms of the Company's bylaws.
  2. F2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
  3. F3. 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.
Preferred shares converted 625 Class "C" preferred shares Converted into Common Shares on September 16, 2026
Common Shares received 625 Common Shares Received upon conversion of Class "C" preferred shares
Class "C" preferred shares after transaction 2,566 shares Direct holdings following the conversion on September 16, 2026
Common Shares after transaction 85,456 shares Total Common Shares including RSUs held after the transactions
Mandatory redemption percentage 19.61% Portion of AXIA Energia S.A.’s outstanding PNC Shares mandatorily redeemed
Annual automatic conversion rate 4% per year Of originally issued PNC Shares in each of fiscal years 2026–2030
Final conversion year 2031 Year in which all remaining PNC Shares are converted into Common Shares
mandatory redemption financial
"in connection with the mandatory redemption of 19.61% of AXIA Energia S.A."
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"
RSUs financial
"Represents the sum of (i) RSUs; and (ii) common shares held"
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.
Article 11 of the Bylaws regulatory
"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares"
automatic conversion financial
"the PNC Shares shall be automatically converted into Common Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider share conversion did AXIAY report on September 16, 2026?

AXIA Energia S.A. reported that Executive Vice-President de Meirelles Wolff Elio Gil converted 625 Class "C" preferred shares into 625 Common Shares on September 16, 2026, as part of a bylaw-governed process linked to a mandatory redemption of preferred stock.

How many AXIAY Class "C" preferred shares does the executive hold after the Form 4 transactions?

After the reported transactions, the Executive Vice-President holds 2,566 Class "C" preferred shares of AXIA Energia S.A. as direct ownership, following the conversion of 625 preferred shares into common shares on September 16, 2026.

What is the Executive Vice-President’s total AXIAY common share position after the Form 4?

Following the transactions, the Executive Vice-President’s position is 85,456 Common Shares of AXIA Energia S.A., which a footnote states represents the sum of RSUs and common shares held by the reporting person.

Why were AXIA Energia’s Class "C" preferred shares converted on this Form 4?

The 625 Class "C" preferred shares were converted into Common Shares in connection with the mandatory redemption of 19.61% of AXIA Energia S.A.’s outstanding Class "C" preferred shares, as previously announced and carried out pursuant to the company’s bylaws.

What conversion schedule applies to AXIA Energia’s PNC Shares under its bylaws?

Under Article 11 of AXIA Energia’s bylaws, the PNC Shares are automatically converted into Common Shares at a 1:1 ratio: 4% of originally issued PNC Shares each fiscal year from 2026–2030, allocated proportionally, and all remaining PNC Shares in fiscal year 2031.

Were the AXIAY insider transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported for these AXIA Energia S.A. insider transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 Meirelles Wolff Elio Gil

(Last)(First)(Middle)
AVENIDA GRACA ARANHA, NO. 26
CENTRO

(Street)
RIO DE JANEIRO20030-000

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks*
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares09/16/2026A625(1)A$085,456(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class "C" Preferred Shares(3)09/16/2026C625(1) (3) (3)Common Shares625$02,566D
Explanation of Responses:
1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 2026 and pursuant to the terms of the Company's bylaws.
2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
3. 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:
*Executive Vice-President
/s/ Elio Gil de Meirelles Wolff09/18/2026
** Signature of Reporting PersonDate
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)

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