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AXIA Energia redeems 922 insider preferred shares

The bylaws provide for staged 1:1 conversion of PNC shares, subject to earlier mandatory cash redemption.

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Form Type
4

Rhea-AI Filing Summary

Nascimento Rodrigo Limp reported disposition transactions in this Form 4 filing. AXIA Energia S.A. reported that Nascimento Rodrigo Limp, Executive Vice-President of Regulation, Institutional, Market Regulation and Corporate Relations, had 922 Class “C” Preferred Shares mandatorily redeemed for cash on October 8, 2026. The reported transaction price was $10.60 per share, reflecting a BRL 55.15 redemption price converted at 5.2050 BRL per USD. Reported direct holdings after the transaction were 5,047 Class “C” Preferred Shares. The bylaws provide for 1:1 conversion of PNC Shares, subject to earlier mandatory redemption.

Insider Limp Nascimento Rodrigo
Role See Remarks*
Type Security Shares Price Value
Other Class "C" Preferred Shares F1, F2 922 $10.60 $10K
Holdings After Transaction: Class "C" Preferred Shares — 5,047 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, $55.15 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 September 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.2050 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.
Class “C” Preferred Shares mandatorily redeemed 922 shares October 8, 2026
Redemption price BRL 55.15 per share Converted to U.S. dollars using 5.2050 BRL per USD
Reported transaction price $10.60 per share Reported for the cash redemption
Direct Class “C” Preferred Shares after transaction 5,047 shares Reported following the October 8, 2026 transaction
PNC Shares automatic conversion ratio 1:1 Under the bylaws, subject to earlier mandatory redemption
Scheduled conversion allocation 4% of the total volume of originally-issued PNC Shares Allocated proportionally among holders in each fiscal year from 2026 through 2030
Remaining PNC Shares conversion All remaining PNC Shares Fiscal year 2031
PNC Shares technical
"class "C" preferred shares ("PNC Shares")"
mandatorily redeemed financial
"were mandatorily redeemed for cash"
Treasury Reporting Rates of Exchange financial
"Treasury Reporting Rates of Exchange as of September 30, 2026"

FAQ

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

How many AXIAY Class C preferred shares were redeemed?

A total of 922 Class “C” Preferred Shares were mandatorily redeemed for cash on October 8, 2026. Reported direct holdings after the transaction were 5,047 Class “C” Preferred Shares.

What was the AXIAY Class C share redemption price?

The redemption price was BRL 55.15 per share, converted to U.S. dollars using a rate of 5.2050 BRL per USD; the reported transaction price was $10.60 per share.

How do AXIA Energia’s PNC shares convert to common shares?

The bylaws provide for automatic conversion at a 1:1 ratio, assuming the shares are not earlier mandatorily redeemed. The schedule allocates 4% of the total volume of originally-issued PNC Shares proportionally among holders in each fiscal year from 2026 through 2030, with all remaining PNC Shares converting in fiscal year 2031.

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

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Learn about SEC filing dates
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*
Limp Nascimento Rodrigo

(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)
10/08/2026
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
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(1)10/08/2026J922 (1) (1)Common Shares922$10.6(2)5,047D
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, $55.15 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 September 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.2050 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.
Remarks:
*Executive Vice-President of Regulation, Institutional, Market Regulation and Corporate Relations
/s/ Rodrigo Limp Nascimento10/08/2026
** 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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