AXIA Energia director converts 285,818 shares
AXIA Energia director reports bylaw-driven conversion of preferred PNC Shares into common stock via affiliated funds, plus a direct holding of common shares and RSUs.
Rhea-AI Filing Summary
AXIA Energia S.A. director Falconi Campos Vicente, through investment funds he controls, reported on September 16, 2026 the conversion of 285,818 Class “C” Preferred Shares (PNC Shares) into an equal number of Common Shares in connection with a mandatory redemption of 19.61% of outstanding PNC Shares under the company’s bylaws. The converted shares are held indirectly via Startours FIA IE and TUCA FIA Responsabilidade Limitada, for which both the funds and Mr. Campos disclaim beneficial ownership except for their respective pecuniary interests. Separately, he reports 142,974 Common Shares held directly, representing the sum of RSUs and common shares, and no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
285,818 shares exercised/converted
Exercise
5 txns
Insider
Falconi Campos Vicente
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class "C" Preferred Shares F5, F1, F2 | 180,344 | $0.00 | $0.00 |
| Conversion | Class "C" Preferred Shares F5, F1, F3 | 105,474 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F2 | 180,344 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F3 | 105,474 | $0.00 | $0.00 |
| holding | Common Shares F4 | -- | -- | -- |
Holdings After Transaction:
Class "C" Preferred Shares — 1,171,699 contracts (Indirect, See Footnote);
Common Shares — 2,597,490 shares (Indirect, See Footnote);
Common Shares — 142,974 shares (Direct)
Footnotes (5)
- 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.
- F2. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC 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 (the "Exchange Act"), or otherwise.
- F3. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC 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 Exchange Act, or otherwise.
- F4. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
- F5. 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
Preferred Shares Converted: 285,818 shares
First Conversion Block: 180,344 shares
Second Conversion Block: 105,474 shares
+3 more
6 metrics
Preferred Shares Converted
285,818 shares
Total Class "C" PNC Shares converted into Common Shares on September 16, 2026
First Conversion Block
180,344 shares
PNC Shares converted into Common Shares via Startours-related transaction
Second Conversion Block
105,474 shares
PNC Shares converted into Common Shares via Tuca-related transaction
Mandatory PNC Redemption
19.61%
Portion of AXIA Energia’s outstanding PNC Shares subject to mandatory redemption
Automatic Conversion Schedule
4% per year 2026–2030
Percentage of originally issued PNC Shares to be converted each fiscal year under bylaws
Direct Common Share Position
142,974 shares
Directly held Common Shares (including RSUs) by Mr. Campos after transactions
Key Terms
mandatory redemption, PNC Shares, pecuniary interest, Restricted Stock Units (RSUs), +1 more
5 terms
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.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"
Restricted Stock Units (RSUs) financial
"Represents the sum of (i) RSUs; and (ii) common shares held"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did AXIAY director Falconi Campos Vicente report in this Form 4?
He reported the conversion of 285,818 Class “C” Preferred (PNC) Shares into an equal number of Common Shares on September 16, 2026, plus a direct holding of 142,974 Common Shares consisting of RSUs and common shares.
What direct AXIAY holdings does Falconi Campos Vicente report?
He reports a direct holding of 142,974 Common Shares, described as the sum of Restricted Stock Units (RSUs) and common shares. This figure reflects his position after the reported transactions.
Was a Rule 10b5-1 trading plan used for these AXIAY transactions?
No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and no footnote states that the transactions were executed under a Rule 10b5-1 or similar pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
