AXIA Energia executive exercises 35,177 stock options

The option award also carries performance conditions, staged vesting and a 180-calendar-day post-exercise lock-up.

Available on EDGAR 11/03/2026 - 08:28 PM EST Accepted by SEC EDGAR 11/03/2026 - 08:27 PM EST

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Rhea-AI Filing Summary

AXIA Energia S.A. Executive Vice President of Innovation, R&D, Digital and IT Dantas Juliano de Carvalho exercised stock options on October 30, 2026, for 35,177 common shares at a stated exercise price of R$57.08 per share. He acquired 35,177 common shares and reported direct holdings of 35,177 shares after the exercise.

The R$57.08 exercise price accrues interest at 5% per annum from grant to exercise and is subject to adjustments. The award is conditioned on performance goals and other conditions: one-third of the options vest three years after grant, with the remainder vesting on the fourth and fifth anniversaries, subject to conditions. Vested options must be exercised within 120 days after each maturity period; for 180 calendar days after exercise, the shares may not be sold, transferred or encumbered. He also reported direct options underlying 203,364 common shares at R$42.00 per share, which likewise accrues interest at 5% per annum and is subject to adjustments.

Insider Trade Summary

35,177 shares exercised/converted

Exercise 2 txns

Insider de Carvalho Dantas Juliano

Role See Remarks*

Type	Security	Shares	Price	Value
Exercise	Stock Options ^{F2, F1, F3, F4}	35,177	$0.00	$0.00
Exercise	Common Shares ^F1	35,177	$57.08	$2.01M
Holding	Stock Options ^{F2, F5, F3, F4}	--	--	--

Holdings After Transaction: Stock Options — 784,452 contracts for 203,364 underlying shares (Direct); Common Shares — 35,177 shares (Direct)

Holdings Before and After: Stock Options, 819,629 to 784,452 contracts (Direct); Common Shares, 0 to 35,177 shares (Direct)

Footnotes (5)

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.
F2. 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.
F3. 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.
F4. 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.
F5. The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

Key Figures

Stock options exercised: 35,177 options Exercise price: R$57.08 per share Common shares acquired: 35,177 shares +3 more

6 metrics

Stock options exercised 35,177 options October 30, 2026 exercise

Exercise price R$57.08 per share Accrues interest at 5% per annum from grant to exercise and is subject to adjustments

Common shares acquired 35,177 shares October 30, 2026 exercise

Direct common shares held after exercise 35,177 shares Reported after the October 30, 2026 exercise

Common shares underlying direct options 203,364 shares Reported option holding

Exercise price for reported option holding R$42.00 per share Accrues interest at 5% per annum from grant to exercise and is subject to adjustments

Key Terms

restricted share based compensation program, performance goals, lock-up period

3 terms

performance goals financial

"conditioned up the achievement of certain performance goals"

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

lock-up period financial

"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

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How many AXIAY shares did Dantas Juliano de Carvalho acquire?

Dantas Juliano de Carvalho exercised options on October 30, 2026, to acquire 35,177 common shares at a stated exercise price of R$57.08 per share.

What conditions apply to the AXIAY executive's stock options?

The award is conditioned on achievement of performance goals and other conditions. One-third of the options vest three years after grant, with the remainder vesting on the fourth and fifth anniversaries, subject to conditions. Vested options must be exercised within 120 days after each maturity period, and shares acquired on exercise may not be sold, transferred or encumbered for 180 calendar days.

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

Form 4 Insider Transactions: What Each Field Means →

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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 Carvalho Dantas Juliano

(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
X	Officer (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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/30/2026		M		35,177	A	$57.08⁽¹⁾	35,177	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽²⁾	$57.08⁽¹⁾	10/30/2026		M			35,177	⁽³⁾	⁽⁴⁾	Common Shares	35,177	$0	581,088	D
Stock Options⁽²⁾	$42⁽⁵⁾							⁽³⁾	⁽⁴⁾	Common Shares	203,364		203,364	D

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. 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.

3. 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.

4. 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.

5. The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

Remarks:

*Executive Vice President of Innovation, R&D, Digital and IT

	/s/ Juliano de Carvalho Dantas	11/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR