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AXIA Energia officer converts 851 preferred to common

AXIA Energia S.A.’s legal vice president reported a bylaw-driven conversion of preferred PNC shares into common stock, leaving his overall equity position essentially unchanged.

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reported that officer Marcelo de Siqueira Freitas converted 851 Class "C" preferred shares into 851 Common Shares on September 16, 2026, in connection with a mandatory redemption of 19.61% of the company’s outstanding preferred Class C (PNC) shares under its bylaws. After these transactions, he holds 3,489 Class C preferred shares and a total of 36,096 Common Shares including RSUs, all as direct ownership. No Rule 10b5-1 trading plan is indicated.

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Insider de Siqueira Freitas Marcelo
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F3, F1 851 $0.00 $0.00
Grant/Award Common Shares F1, F2 851 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 3,489 contracts (Direct); Common Shares — 36,096 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.
PNC shares converted 851 shares Class "C" preferred PNC shares converted into Common Shares on September 16, 2026
Common Shares acquired 851 shares Common Shares received from conversion of PNC shares on September 16, 2026
Preferred PNC shares held after transaction 3,489 shares Class "C" preferred shares directly owned by the reporting person after conversion
Common Shares and RSUs held after transaction 36,096 shares Total of RSUs plus Common Shares directly held after the September 16, 2026 transactions
Mandatory redemption portion of PNC shares 19.61% Portion of AXIA Energia S.A.’s outstanding PNC Shares subject to mandatory redemption announced on September 3, 2026
Annual automatic PNC conversion rate 4% per year Of total originally issued PNC Shares, for fiscal years 2026–2030 under Article 11 of the bylaws
mandatory redemption financial
"in connection with the mandatory redemption of 19.61% 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"
RSUs financial
"Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person"
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.
Bylaws regulatory
"pursuant to the terms of the Company's bylaws"
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.
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 transaction did AXIAY disclose for September 16, 2026?

AXIA Energia S.A. disclosed that officer Marcelo de Siqueira Freitas converted 851 Class "C" preferred PNC shares into 851 Common Shares on September 16, 2026, tied to a mandatory redemption of 19.61% of outstanding PNC shares under the company’s bylaws.

How many AXIAY preferred PNC shares were converted and why?

On September 16, 2026, 851 Class "C" preferred (PNC) shares were converted into Common Shares as part of the company’s mandatory redemption of 19.61% of outstanding PNC shares, carried out pursuant to AXIA Energia S.A.’s bylaws and their automatic conversion provisions.

What are Marcelo de Siqueira Freitas’s AXIAY holdings after the reported transactions?

Following the September 16, 2026 transactions, Marcelo de Siqueira Freitas holds 3,489 Class "C" preferred shares and 36,096 Common Shares of AXIA Energia S.A. Common Shares include the sum of RSUs and common shares directly held by him.

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

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions, so the conversion of 851 PNC shares and resulting acquisition of 851 Common Shares were not reported as executed under a pre-arranged trading plan.

How does AXIA Energia S.A.’s bylaw conversion schedule affect PNC shares?

Article 11 of AXIA Energia S.A.’s bylaws provides that PNC Shares automatically convert into Common Shares at a 1:1 ratio: 4% of originally issued PNC shares each fiscal year from 2026 through 2030, with all remaining PNC shares converting in fiscal year 2031 if not earlier mandatorily redeemed.

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 Siqueira Freitas Marcelo

(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 Shares09/16/2026A851(1)A$036,096(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)09/16/2026C851(1) (3) (3)Common Shares851$03,489D
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:
*Legal Vice-Presidency
/s/ Marcelo de Siqueira Freitas09/17/2026
** 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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