AXIA Energia insider converts 224 preferred shares

Fiscal Council member converts preferred into common shares under AXIA Energia’s mandatory PNC share redemption and bylaw-driven 1:1 conversion program.

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reports that Fiscal Council member Gisomar Francisco de Bittencourt Marinho converted 224 Class "C" preferred shares (PNC Shares) into 224 Common Shares on September 16, 2026, in a derivative conversion reported at no per‑share price. The insider’s holdings became 923 PNC Shares and 4,975 Common Shares held directly after these transactions.

The conversion and related acquisition occurred in connection with the mandatory redemption of 19.61% of AXIA Energia S.A.’s outstanding PNC Shares, announced on September 3, 2026, and pursuant to the company’s bylaws, which provide for automatic 1:1 conversion of PNC Shares into Common Shares over fiscal years 2026–2031. No Rule 10b5‑1 trading plan is reported.

Insider Trade Summary

224 shares exercised/converted

Exercise 2 txns

Insider de Bittencourt Marinho Gisomar Francisco

Role Insider

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares F2, F1	224	$0.00	$0.00
Grant/Award	Common Shares F1	224	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 923 contracts (Direct); Common Shares — 4,975 shares (Direct)

Footnotes (2)

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. 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

PNC Shares converted: 224 shares Common Shares acquired: 224 shares PNC Shares held after transaction: 923 shares +4 more

7 metrics

PNC Shares converted 224 shares Class "C" preferred (PNC) shares converted into Common Shares on September 16, 2026

Common Shares acquired 224 shares Common Shares received in connection with the derivative conversion on September 16, 2026

PNC Shares held after transaction 923 shares Direct holdings of Class "C" preferred shares following the September 16, 2026 conversion

Common Shares held after transaction 4,975 shares Direct Common Share holdings following the September 16, 2026 acquisition

Mandatory redemption percentage 19.61% Portion of AXIA Energia S.A.’s outstanding PNC Shares subject to mandatory redemption announced September 3, 2026

Annual automatic conversion portion 4% per year Of originally issued PNC Shares, converting each fiscal year from 2026 through 2030 under bylaws

Final automatic conversion year 2031 Year in which all remaining PNC Shares automatically convert into Common Shares if not earlier redeemed

Key Terms

mandatory redemption, Class "C" preferred shares, Common Shares, automatic conversion, +1 more

5 terms

mandatory redemption financial

"in connection with the mandatory redemption of 19.61% of AXIA Energia S.A.’s outstanding"

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.

Class "C" preferred shares financial

"certain of the class "C" preferred shares ("PNC Shares") previously reported herein were"

Common Shares financial

"were converted into Common Shares, in connection with the mandatory redemption"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

automatic conversion financial

"the PNC Shares shall be automatically converted into Common Shares, assuming such"

Bylaws of the Company regulatory

"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares shall"

FAQ

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

What insider transactions did AXIAY report for Gisomar Francisco de Bittencourt Marinho?

AXIA Energia S.A. reported that Gisomar Francisco de Bittencourt Marinho converted 224 Class "C" preferred shares into 224 Common Shares on September 16, 2026, leaving him with 923 PNC Shares and 4,975 Common Shares held directly afterward.

How many AXIAY preferred and common shares does the insider hold after this Form 4?

After the reported transactions, the insider directly holds 923 Class "C" preferred shares (PNC Shares) and 4,975 Common Shares of AXIA Energia S.A., according to the Form 4 totals following the transactions dated September 16, 2026.

What is the mandatory redemption of AXIAY PNC Shares mentioned in the Form 4?

AXIA Energia S.A. announced the mandatory redemption of 19.61% of its outstanding Class "C" preferred shares (PNC Shares) on September 3, 2026. The reported conversion of 224 PNC Shares into Common Shares on September 16, 2026 occurred in connection with this redemption.

What conversion terms apply to AXIAY’s Class "C" preferred (PNC) Shares?

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

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

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and the footnotes describe the transactions as occurring pursuant to mandatory redemption and automatic conversion terms in AXIA Energia S.A.’s bylaws, with no Rule 10b5-1 plan reported.

Did the AXIAY insider buy or sell shares for cash in this Form 4?

No cash purchase or sale is reported. The Form 4 shows a conversion of 224 PNC Shares into Common Shares and a related award/acquisition of 224 Common Shares, each at a reported per‑share price of 0.0000, tied to mandatory redemption and bylaw conversion provisions.

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

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Available on EDGAR 09/18/2026 - 07:07 AM Accepted by SEC EDGAR 09/18/2026 - 07:06 AM 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 Bittencourt Marinho Gisomar Francisco

(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
	Officer (give title below)	X	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)

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
Common Shares	09/16/2026		A		224(1)	A	$0	4,975	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class "C" Preferred Shares	(2)	09/16/2026		C			224(1)	(2)	(2)	Common Shares	224	$0	923	D

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. 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:

*Member of the Fiscal Council

	/s/ Gisomar Francisco de Bittencourt Marinho	09/18/2026
	** 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)