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AXIA Energia director converts 1,227 preferred shares

The reported 147,057 total combines RSUs with common shares; footnotes identify Startours FIA IE and Tuca FIA Responsabilidade Limitada as direct holders.

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) director Vicente Falconi Campos reported that 1,227 Class C preferred shares were converted into 1,227 common shares held directly on October 30, 2026. Startours FIA IE reported conversion of 95,738 shares, and Tuca FIA Responsabilidade Limitada reported conversion of 55,992 shares; both entities directly hold the securities. The reported direct position after the transaction was 147,057 RSUs and common shares. The conversions occurred in connection with a mandatory redemption of 18.54% of the company’s outstanding PNC Shares.

Insider Falconi Campos Vicente
Role Director
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F5, F1 1,227 $0.00 $0.00
Conversion Class "C" Preferred Shares F5, F1, F3 95,738 $0.00 $0.00
Conversion Class "C" Preferred Shares F5, F1, F4 55,992 $0.00 $0.00
Grant/Award Common Shares F1, F2 1,227 $0.00 $0.00
Grant/Award Common Shares F1, F3 95,738 $0.00 $0.00
Grant/Award Common Shares F1, F4 55,992 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 5,392 contracts (Direct); Class "C" Preferred Shares — 666,669 contracts (Indirect, See Footnote); Common Shares — 147,057 shares (Direct); Common Shares — 2,783,858 shares (Indirect, See Footnote)
Holdings Before and After: Class "C" Preferred Shares, 6,619 to 5,392 contracts (Direct); Class "C" Preferred Shares, 818,399 to 666,669 contracts (Indirect, See Footnote); Common Shares, 145,830 to 147,057 shares (Direct)
Footnotes (5)
  1. F1. On October 30, 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 18.54% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 20, 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.
Direct Class C preferred shares converted 1,227 shares October 30, 2026
Startours FIA IE shares converted 95,738 shares October 30, 2026
Tuca FIA Responsabilidade Limitada shares converted 55,992 shares October 30, 2026
Direct post-transaction position 147,057 RSUs and common shares Reported as the sum of RSUs and common shares held by the reporting person
Mandatory redemption 18.54% of outstanding PNC Shares Announced October 20, 2026
PNC-to-common conversion ratio 1:1 Article 11 of the company’s bylaws
mandatory redemption financial
"mandatory redemption of 18.54% 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.
PNC Shares financial
"class “C” preferred shares (“PNC Shares”) previously reported herein"
RSUs financial
"sum of (i) RSUs; and (ii) common shares held by the reporting person"
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
"disclaims beneficial ownership 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 AXIAY shares were involved in Vicente Falconi Campos’s conversion?

The reported conversions on October 30, 2026 involved 1,227 Class C preferred shares held directly, 95,738 held by Startours FIA IE and 55,992 held by Tuca FIA Responsabilidade Limitada. The corresponding common-share amounts were reported at a 1:1 conversion ratio.

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 terms allocate 4% of originally issued PNC Shares proportionally among holders in each fiscal year from 2026 through 2030, with all remaining PNC Shares converting in fiscal year 2031.

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)
10/30/2026
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 Shares10/30/2026A1,227(1)A$0147,057(2)D
Common Shares10/30/2026A95,738(1)A$04,759,997ISee Footnote(3)
Common Shares10/30/2026A55,992(1)A$02,783,858ISee 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)10/30/2026C1,227(1) (5) (5)Common Shares1,227$05,392D
Class "C" Preferred Shares(5)10/30/2026C95,738(1) (5) (5)Common Shares95,738$0420,652ISee Footnote(3)
Class "C" Preferred Shares(5)10/30/2026C55,992(1) (5) (5)Common Shares55,992$0246,017ISee Footnote(4)
Explanation of Responses:
1. On October 30, 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 18.54% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 20, 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 Campos11/02/2026
** 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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