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AXIA Energia accounts convert 1.14M preferred shares

The report also lists 11,000 common shares sold through managed accounts at a weighted-average $11.50 per share.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. director Pedro Batista de Lima Filho reported that managed accounts associated with Maliko, Manuka, Xingo, Radar, Infrad and Tucurui converted 1,139,719 Class C preferred shares into common shares on October 20, 2026. The conversions were connected with the mandatory redemption of 17.38% of the company’s outstanding PNC Shares, announced October 7, 2026. The footnotes state that the accounts and Mr. Filho disclaim beneficial ownership except to the extent of their pecuniary interest.

On October 19, accounts associated with Maliko, Manuka, Xingo, Radar and Infrad sold 11,000 common shares at a weighted-average $11.50 per share, converted from BRL 59.88 at 5.2050 BRL per USD; reported prices exclude brokerage commissions and other execution costs. A separate direct holding entry lists 51,115 common shares dated October 19, 2026. No Rule 10b5-1 plan is reported.

Insider Batista de Lima Filho Pedro
Role Director
Sold 11,000 shs ($127K)
Approx. gross sale proceeds $127K
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F9, F7, F2 558,408 $0.00 $0.00
Conversion Class "C" Preferred Shares F9, F7, F3 206,944 $0.00 $0.00
Conversion Class "C" Preferred Shares F9, F7, F8 7,791 $0.00 $0.00
Conversion Class "C" Preferred Shares F9, F7, F4 10,301 $0.00 $0.00
Conversion Class "C" Preferred Shares F9, F7, F5 185,732 $0.00 $0.00
Conversion Class "C" Preferred Shares F9, F7, F6 170,543 $0.00 $0.00
Grant/Award Common Shares F7, F2 558,408 $0.00 $0.00
Grant/Award Common Shares F7, F3 206,944 $0.00 $0.00
Grant/Award Common Shares F7, F8 7,791 $0.00 $0.00
Grant/Award Common Shares F7, F4 10,301 $0.00 $0.00
Grant/Award Common Shares F7, F5 185,732 $0.00 $0.00
Grant/Award Common Shares F7, F6 170,543 $0.00 $0.00
Sale Common Shares F1, F2 6,200 $11.50 $71K
Sale Common Shares F1, F3 1,400 $11.50 $16K
Sale Common Shares F1, F4 100 $11.50 $1K
Sale Common Shares F1, F5 2,100 $11.50 $24K
Sale Common Shares F1, F6 1,200 $11.50 $14K
holding Common Shares -- -- --
Holdings After Transaction: Class "C" Preferred Shares — 5,480,762 contracts (Indirect, By managed account); Common Shares — 4,987,574 shares (Indirect, By managed account); Common Shares — 51,115 shares (Direct)
Footnotes (9)
  1. F1. The price reported in column 4 is a weighted average price. The reporting person undertakes to provide to AXIA Energia S.A. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price. The weighted average price, $59.88 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.
  2. F2. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko and Mr. Filho 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 Maliko or Mr. Filho 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.
  3. F3. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka and Mr. Filho 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  4. F4. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo and Mr. Filho 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  5. F5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar and Mr. Filho 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  6. F6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad and Mr. Filho 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  7. F7. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 2026 and pursuant to the terms of the Company's bylaws.
  8. F8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui and Mr. Filho 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 Tucurui or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  9. F9. 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.
Class C preferred shares converted 1,139,719 shares Managed-account conversions on October 20, 2026
Common shares sold 11,000 shares Managed-account sales on October 19, 2026
Weighted-average sale price $11.50 per share USD price reported for the October 19, 2026 sales
Weighted-average sale price BRL 59.88 per share Local-currency price reported in the sale footnote
Exchange rate 5.2050 BRL per USD Rate used to convert the reported weighted-average price
PNC Shares subject to mandatory redemption 17.38% Mandatory redemption announced October 7, 2026
Direct common-share holding 51,115 shares Holding entry dated October 19, 2026
weighted average price financial
"weighted average price, $59.88 Brazilian reals ("BRL") per share"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
mandatory redemption financial
"mandatory redemption of 17.38% 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.
pecuniary interest regulatory
"disclaims beneficial ownership ... except to the extent of his or its pecuniary interest therein"
PNC Shares technical
"the class "C" preferred shares ("PNC Shares") previously reported herein"

FAQ

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

How many AXIAY common shares were sold, and at what price?

Managed accounts sold 11,000 common shares on October 19, 2026, at a weighted-average $11.50 per share. The footnote gives the weighted average as BRL 59.88 per share converted at 5.2050 BRL per USD; brokerage commissions and other execution costs are excluded. No Rule 10b5-1 plan is reported.

How many AXIAY preferred shares were converted into common shares?

On October 20, 2026, six managed accounts converted 1,139,719 Class C preferred shares into common shares. Corresponding transaction rows report the same number of common shares acquired. The event was connected with a mandatory redemption of 17.38% of outstanding PNC Shares announced October 7, 2026.

What conversion schedule does AXIAY state for its PNC Shares?

Under Article 11 of the bylaws, PNC Shares are automatically converted into common shares at a 1:1 ratio, assuming they are not earlier mandatorily redeemed: 4% of originally issued PNC Shares, allocated proportionally among holders, in each fiscal year from 2026 through 2030, and all remaining PNC Shares in fiscal year 2031.

Which entities were linked to AXIAY’s reported transactions?

The named accounts were Maliko Investments LLC - Banco BTG Pactual S/A, Manuka Investments LLC - Banco BTG Pactual S/A, Xingo Master Fundo de Investimento Financeiro de Acoes, Radar Master Fundo de Investimento Financeiro em Acoes, Infrad Master Fundo de Investimento Financeiro em Acoes and Tucurui Master Fundo de Investimento Financeiro em Acoes.

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

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Available on EDGAR Accepted by SEC EDGAR 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*
Batista de Lima Filho Pedro

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026
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 Shares10/19/2026S6,200D$11.5(1)12,869,231IBy managed account(2)
Common Shares10/19/2026S1,400D$11.5(1)6,895,325IBy managed account(3)
Common Shares10/19/2026S100D$11.5(1)481,739IBy managed account(4)
Common Shares10/19/2026S2,100D$11.5(1)4,290,869IBy managed account(5)
Common Shares10/19/2026S1,200D$11.5(1)4,817,031IBy managed account(6)
Common Shares10/20/2026A558,408(7)A$013,427,639IBy managed account(2)
Common Shares10/20/2026A206,944(7)A$07,102,269IBy managed account(3)
Common Shares10/20/2026A7,791(7)A$0372,247IBy managed account(8)
Common Shares10/20/2026A10,301(7)A$0492,040IBy managed account(4)
Common Shares10/20/2026A185,732(7)A$04,476,601IBy managed account(5)
Common Shares10/20/2026A170,543(7)A$04,987,574IBy managed account(6)
Common Shares51,115D
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(9)10/20/2026C558,408(7) (9) (9)Common Shares558,408$02,690,530IBy managed account(2)
Class "C" Preferred Shares(9)10/20/2026C206,944(7) (9) (9)Common Shares206,944$0991,366IBy managed account(3)
Class "C" Preferred Shares(9)10/20/2026C7,791(7) (9) (9)Common Shares7,791$037,243IBy managed account(8)
Class "C" Preferred Shares(9)10/20/2026C10,301(7) (9) (9)Common Shares10,301$049,274IBy managed account(4)
Class "C" Preferred Shares(9)10/20/2026C185,732(7) (9) (9)Common Shares185,732$0894,826IBy managed account(5)
Class "C" Preferred Shares(9)10/20/2026C170,543(7) (9) (9)Common Shares170,543$0817,523IBy managed account(6)
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. The reporting person undertakes to provide to AXIA Energia S.A. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price. The weighted average price, $59.88 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.
2. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko and Mr. Filho 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 Maliko or Mr. Filho 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.
3. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka and Mr. Filho 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
4. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo and Mr. Filho 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar and Mr. Filho 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad and Mr. Filho 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
7. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 2026 and pursuant to the terms of the Company's bylaws.
8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui and Mr. Filho 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 Tucurui or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
9. 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:
/s/ Pedro Batista de Lima Filho10/21/2026
** 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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