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AXIA Energia director converts 1,392 preferred shares

The conversion was connected to a mandatory redemption covering 17.38% of AXIA Energia's outstanding PNC Shares.

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) director Campos Vicente Falconi reported that Class “C” preferred shares were converted into common shares on October 20, 2026: 1,392 shares held directly, 108,627 held directly by Startours FIA IE and 63,530 held directly by Tuca FIA Responsabilidade Limitada. Falconi is a controlling shareholder in both entities; he and each entity disclaim beneficial ownership except to the extent of his or its pecuniary interest.

The conversion occurred in connection with the mandatory redemption of 17.38% of outstanding PNC Shares announced October 7, 2026. His direct common-share holdings after the transaction were 145,830, a total the filing says includes RSUs and common shares held by him.

Insider Falconi Campos Vicente
Role Director
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F5, F1 1,392 $0.00 $0.00
Conversion Class "C" Preferred Shares F5, F1, F3 108,627 $0.00 $0.00
Conversion Class "C" Preferred Shares F5, F1, F4 63,530 $0.00 $0.00
Grant/Award Common Shares F1, F2 1,392 $0.00 $0.00
Grant/Award Common Shares F1, F3 108,627 $0.00 $0.00
Grant/Award Common Shares F1, F4 63,530 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 6,619 contracts (Direct); Class "C" Preferred Shares — 818,399 contracts (Indirect, See Footnote); Common Shares — 145,830 shares (Direct); Common Shares — 2,727,866 shares (Indirect, See Footnote)
Footnotes (5)
  1. F1. 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.
  2. F2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
  3. F3. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos 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 Startours or Mr. Campos 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.
  4. F4. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos 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 Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  5. F5. 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 from direct holdings 1,392 shares October 20, 2026
PNC Shares converted by Startours FIA IE 108,627 shares Held directly by Startours; October 20, 2026
PNC Shares converted by Tuca FIA Responsabilidade Limitada 63,530 shares Held directly by Tuca; October 20, 2026
Direct common-share holdings after transaction 145,830 shares Includes RSUs and common shares held by the reporting person
Mandatory redemption of outstanding PNC Shares 17.38% Announced October 7, 2026
Bylaw conversion ratio 1:1 Automatic conversion of PNC Shares into common shares, assuming they are not earlier mandatorily redeemed
Annual bylaw conversion portion 4% Of originally issued PNC Shares, allocated proportionally among holders in each fiscal year from 2026 through 2030
PNC Shares financial
"Class "C" preferred shares ("PNC Shares")"
mandatory redemption financial
"mandatory redemption of 17.38% of the Company'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.
RSUs financial
"Represents the sum of (i) RSUs"
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.
pecuniary interest regulatory
"except to the extent of his or its pecuniary interest therein"

FAQ

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

How many PNC Shares did AXIAY director Campos Vicente Falconi convert?

On October 20, 2026, 1,392 shares were converted from his direct holdings, while Startours FIA IE directly held 108,627 converted shares and Tuca FIA Responsabilidade Limitada directly held 63,530. The filing says he controls both entities and disclaims beneficial ownership except to the extent of pecuniary interest.

What are AXIAY's PNC Share conversion terms?

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. The schedule provides for 4% of originally issued PNC Shares, allocated proportionally among holders, in each fiscal year from 2026 through 2030; remaining PNC Shares convert in fiscal year 2031.

What redemption was connected to the AXIAY share conversion?

The conversion was in connection with a mandatory redemption of 17.38% of AXIA Energia's outstanding PNC Shares, announced October 7, 2026.

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*
Falconi Campos Vicente

(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)
10/20/2026
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 Shares10/20/2026A1,392(1)A$0145,830(2)D
Common Shares10/20/2026A108,627(1)A$04,664,259ISee Footnote(3)
Common Shares10/20/2026A63,530(1)A$02,727,866ISee Footnote(4)
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(5)10/20/2026C1,392(1) (5) (5)Common Shares1,392$06,619D
Class "C" Preferred Shares(5)10/20/2026C108,627(1) (5) (5)Common Shares108,627$0516,390ISee Footnote(3)
Class "C" Preferred Shares(5)10/20/2026C63,530(1) (5) (5)Common Shares63,530$0302,009ISee Footnote(4)
Explanation of Responses:
1. 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.
2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
3. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos 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 Startours or Mr. Campos 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.
4. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos 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 Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
5. 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/ Vicente Falconi Campos10/21/2026
** 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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