AXIA Energia: fund converts 2.51M preferred shares

The disclosed post-transaction balances were 2,494,084 and 13,705,555 Class C preferred shares for the two entities.

Rhea-AI Filing Summary

AXIA Energia S.A. director Jose Joao Abdalla Filho reported that Banclass FIA and FIA Dinamica Energia converted 456,097 and 2,506,362 Class C preferred shares, respectively, into the same number of common shares on October 2, 2026. The conversions were described as connected to the company’s announced mandatory redemption of 15.46% of its outstanding PNC Shares.

After the transactions, Banclass held 2,494,084 Class C preferred shares and FIA Dinamica Energia held 13,705,555. Filho is described as a controlling shareholder of both entities; the footnotes state that each entity and Filho disclaims beneficial ownership except to the extent of pecuniary interest.

Insider Trade Summary

2,962,459 shares exercised/converted

Exercise 4 txns

Insider Abdalla Filho Jose Joao

Role Director

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares F4, F1, F2	456,097	$0.00	$0.00
Conversion	Class "C" Preferred Shares F4, F1, F3	2,506,362	$0.00	$0.00
Grant/Award	Common Shares F1, F2	456,097	$0.00	$0.00
Grant/Award	Common Shares F1, F3	2,506,362	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 2,494,084 contracts (Indirect, See Footnotes); Class "C" Preferred Shares — 13,705,555 contracts (Indirect, See Footnote); Common Shares — 104,490,408 shares (Indirect, See Footnote)

Footnotes (4)

1. 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.
2. F2. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass 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 Banclass 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 controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica 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 Dinamica 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. 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

Class C preferred shares converted: 456,097 shares Common shares acquired through conversion: 456,097 shares Class C preferred shares after transaction: 2,494,084 shares +5 more

8 metrics

Class C preferred shares converted 456,097 shares Banclass FIA; October 2, 2026

Common shares acquired through conversion 456,097 shares Banclass FIA; October 2, 2026

Class C preferred shares after transaction 2,494,084 shares Banclass FIA

Class C preferred shares converted 2,506,362 shares FIA Dinamica Energia; October 2, 2026

Common shares acquired through conversion 2,506,362 shares FIA Dinamica Energia; October 2, 2026

Class C preferred shares after transaction 13,705,555 shares FIA Dinamica Energia

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

Automatic conversion ratio 1:1 Article 11 of the company’s bylaws

Key Terms

PNC Shares, mandatory redemption, pecuniary interest, automatically converted

4 terms

PNC Shares financial

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

mandatory redemption financial

"in connection with the mandatory redemption of 15.46%"

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 financial

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

automatically converted technical

"shall be automatically converted into Common Shares"

FAQ

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

How many AXIAY PNC Shares were converted into common shares?

Banclass FIA converted 456,097 Class C preferred shares, and FIA Dinamica Energia converted 2,506,362, each into the same number of common shares on October 2, 2026. The transactions were reported by AXIA Energia S.A. director Jose Joao Abdalla Filho.

What is AXIA Energia’s PNC Share conversion schedule under Article 11?

The bylaws provide for automatic conversion into Common Shares at a 1:1 ratio, assuming the PNC Shares are not earlier mandatorily redeemed. Four percent of the total volume of originally issued PNC Shares is allocated proportionally among holders in each fiscal year from 2026 through 2030; all remaining PNC Shares convert in fiscal year 2031.

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

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Available on EDGAR 10/02/2026 - 04:38 PM Accepted by SEC EDGAR 10/02/2026 - 04:38 PM Learn about SEC filing dates

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^*

Abdalla Filho Jose Joao

(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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/02/2026		A		456,097(1)	A	$0	16,309,414	I	See Footnote(2)
Common Shares	10/02/2026		A		2,506,362(1)	A	$0	104,490,408	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class "C" Preferred Shares	(4)	10/02/2026		C			456,097(1)	(4)	(4)	Common Shares	456,097	$0	2,494,084	I	See Footnotes(2)
Class "C" Preferred Shares	(4)	10/02/2026		C			2,506,362(1)	(4)	(4)	Common Shares	2,506,362	$0	13,705,555	I	See Footnote(3)

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. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass 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 Banclass 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 controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica 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 Dinamica 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. 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/ Jose Joao Abdalla Filho	10/02/2026
	** 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)