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AXIA Energia officer exercises 38,695 stock options

The options carry performance and vesting conditions, a 120-day exercise window after maturity, and a 180-calendar-day lock-up after exercise.

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. officer Freitas Marcelo de Siqueira of the Legal Vice-Presidency exercised 38,695 stock options on October 30, 2026, receiving 38,695 common shares. The exercise price was R$57.08 per share, accruing interest at 5% per annum from grant date to exercise date and subject to certain other adjustments. After the exercise, 192,399 stock options remained; the reported common shares and RSUs totaled 75,842.

Exercise is subject to performance goals and other conditions. Vested options must be exercised within 120 days after each maturity period. Upon exercise, the reporting person is subject to a 180-calendar-day lock-up during which shares may not be sold, transferred, or encumbered.

Insider de Siqueira Freitas Marcelo
Role See Remarks*
Type Security Shares Price Value
Exercise Stock Options F3, F4, F5 38,695 $0.00 $0.00
Exercise Common Shares F1, F2 38,695 $57.08 $2.21M
Holdings After Transaction: Stock Options — 192,399 contracts (Direct); Common Shares — 75,842 shares (Direct)
Holdings Before and After: Stock Options, 231,094 to 192,399 contracts (Direct); Common Shares, 37,147 to 75,842 shares (Direct)
Footnotes (5)
  1. F1. The exercise price is R$57.08 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
  2. F2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
  3. F3. The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
  4. F4. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
  5. F5. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
Stock options exercised 38,695 stock options October 30, 2026
Exercise price R$57.08 per share Accrues interest from grant date to exercise date and is subject to certain adjustments
Common shares acquired 38,695 common shares October 30, 2026
Stock options following transaction 192,399 stock options Reported after the October 30, 2026 transaction
Common shares and RSUs 75,842 shares and RSUs Reported after the October 30, 2026 transaction
Interest rate 5% per annum Accrues from grant date to exercise date
Exercise deadline 120 days After each respective maturity period for vested options
Lock-up period 180 calendar days After exercise
Stock options financial
"The stock options were issued pursuant to"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
restricted share based compensation program financial
"AXIA Energia S.A.'s restricted share based compensation program"
RSUs financial
"the sum of (i) RSUs; and (ii) common shares"
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.
lock-up period technical
"subject to a lock-up period of 180 calendar days"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

FAQ

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

What restrictions applied to the AXIAY options and shares?

Exercise was conditioned on achievement of certain performance goals and other conditions set forth in the award agreement. One-third of the options vest three years from the grant date, with the remaining options vesting on the fourth and fifth anniversaries, subject to conditions. Vested options must be exercised within 120 days after each respective maturity period or they lapse; shares are subject to a 180-calendar-day lock-up after exercise.

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)
10/30/2026
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 Shares10/30/2026M38,695A$57.08(1)75,842(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
Stock Options(3)$57.0810/30/2026M38,695 (4) (5)Common Shares38,695$0192,399D
Explanation of Responses:
1. The exercise price is R$57.08 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
3. The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
4. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
5. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
Remarks:
*Legal Vice-Presidency
/s/ Marcelo de Siqueira Freitas11/02/2026
** 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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