AXIA Energia director converts 1,464 preferred shares

The bylaw conversion ratio is 1:1, while the two indirect transactions were reported through entities controlled by the director.

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Rhea-AI Filing Summary

AXIA Energia S.A. director Vicente Falconi Campos reported that, on October 2, 2026, 1,464 Class “C” preferred shares held directly were converted into 1,464 common shares. STARTOURS FIA IE converted 114,297 preferred shares and TUCA FIA RESPONSABILIDADE LIMITADA converted 66,846, each into the same number of common shares. After the direct transactions, 8,011 Class “C” preferred shares were reported, and the direct common-share amount of 144,438 represents RSUs plus common shares held.

Insider Trade Summary

182,607 shares exercised/converted

Exercise 6 txns

Insider Falconi Campos Vicente

Role Director

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares ^{F5, F1}	1,464	$0.00	$0.00
Conversion	Class "C" Preferred Shares ^{F5, F1, F3}	114,297	$0.00	$0.00
Conversion	Class "C" Preferred Shares ^{F5, F1, F4}	66,846	$0.00	$0.00
Grant/Award	Common Shares ^{F1, F2}	1,464	$0.00	$0.00
Grant/Award	Common Shares ^{F1, F3}	114,297	$0.00	$0.00
Grant/Award	Common Shares ^{F1, F4}	66,846	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 8,011 contracts (Direct); Class "C" Preferred Shares — 990,556 contracts (Indirect, See Footnote); Common Shares — 144,438 shares (Direct); Common Shares — 2,664,336 shares (Indirect, See Footnote)

Footnotes (5)

F1. On October 2, 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 15.46% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 22, 2026 and pursuant to the terms of the Company's bylaws.
F2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
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.
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.
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.

Key Figures

Direct Class “C” preferred shares converted: 1,464 shares STARTOURS FIA IE preferred shares converted: 114,297 shares TUCA FIA RESPONSABILIDADE LIMITADA preferred shares converted: 66,846 shares +4 more

7 metrics

Direct Class “C” preferred shares converted 1,464 shares October 2, 2026

STARTOURS FIA IE preferred shares converted 114,297 shares October 2, 2026

TUCA FIA RESPONSABILIDADE LIMITADA preferred shares converted 66,846 shares October 2, 2026

Class “C” preferred shares following direct transaction 8,011 shares Reported after the October 2, 2026 transaction

Direct common-share amount 144,438 shares Represents RSUs plus common shares held after the October 2, 2026 transaction

Mandatory redemption of outstanding PNC Shares 15.46% Announced September 22, 2026

Bylaw conversion ratio 1:1 Class “C” preferred shares converted into common shares

Key Terms

PNC Shares, mandatory redemption, RSUs, pecuniary interest

4 terms

PNC Shares financial

"class "C" preferred shares ("PNC Shares")"

mandatory redemption financial

"in connection with the mandatory redemption"

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

"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 financial

"except to the extent of his or its pecuniary interest therein"

FAQ

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What shares did AXIAY director Vicente Falconi Campos convert?

On October 2, 2026, 1,464 Class “C” preferred shares held directly were converted into 1,464 common shares. STARTOURS FIA IE converted 114,297 preferred shares and TUCA FIA RESPONSABILIDADE LIMITADA converted 66,846, each into the same number of common shares.

What is AXIAY’s bylaw conversion schedule for Class “C” preferred shares?

The bylaws provide for automatic conversion at a 1:1 ratio, assuming the shares are not earlier mandatorily redeemed: 4% of originally issued PNC Shares, allocated proportionally among all holders, in each fiscal year 2026 through 2030, with all remaining PNC Shares in fiscal year 2031. The reported conversion was in connection with the mandatory redemption of 15.46% of outstanding PNC Shares announced September 22, 2026.

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Available on EDGAR 10/06/2026 - 10:04 AM Accepted by SEC EDGAR 10/06/2026 - 10:04 AM

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^*

Falconi Campos Vicente

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol
[AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026

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	10/02/2026		A		1,464⁽¹⁾	A	$0	144,438⁽²⁾	D
Common Shares	10/02/2026		A		114,297⁽¹⁾	A	$0	4,555,632	I	See Footnote⁽³⁾
Common Shares	10/02/2026		A		66,846⁽¹⁾	A	$0	2,664,336	I	See 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)
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)
Class "C" Preferred Shares	⁽⁵⁾	10/02/2026		C			1,464⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	1,464	$0	8,011	D
Class "C" Preferred Shares	⁽⁵⁾	10/02/2026		C			114,297⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	114,297	$0	625,017	I	See Footnote⁽³⁾
Class "C" Preferred Shares	⁽⁵⁾	10/02/2026		C			66,846⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Shares	66,846	$0	365,539	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. On October 2, 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 15.46% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 22, 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 Campos	10/06/2026
	** 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