AXIA director’s 586K preferred shares redeemed

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reports that director Pedro Batista de Lima Filho filed a Form 4 for six indirect transactions in Class "C" preferred shares on August 24, 2026, all coded as "J" (other acquisition or disposition) and classified as dispositions. A total of 586,070 Class "C" preferred shares, each automatically convertible into one common share, were mandatorily redeemed for cash by the company in accordance with its bylaws. The redemption price was BRL 53.71 per share, corresponding to USD 10.38 per share using a 5.1740 BRL per USD exchange rate. The shares were held in managed accounts for several investment vehicles advised by Radar Gestora, and both those entities and Mr. Filho disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Other: 586,070 shares

Other 6 txns

Insider Batista de Lima Filho Pedro

Role Director

Type	Security	Shares	Price	Value
Other	Class "C" Preferred Shares F1, F2, F3	293,801	$10.38	$3.05M
Other	Class "C" Preferred Shares F1, F4	102,520	$10.38	$1.06M
Other	Class "C" Preferred Shares F1, F5	3,729	$10.38	$39K
Other	Class "C" Preferred Shares F1, F6	4,900	$10.38	$51K
Other	Class "C" Preferred Shares F1, F7	95,527	$10.38	$992K
Other	Class "C" Preferred Shares F1, F8	85,593	$10.38	$888K

Holdings After Transaction: Class "C" Preferred Shares — 9,408,559 contracts (Indirect, By managed account)

Footnotes (8)

1. F1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.
2. F2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.
3. F3. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko 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 Maliko 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.
4. F4. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
5. F5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui 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 Tucurui or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
6. F6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
7. F7. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
8. F8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

Key Figures

Class "C" preferred shares restructured: 586,070 shares Redemption price per share (BRL): BRL 53.71 per share Redemption price per share (USD): USD 10.38 per share +3 more

6 metrics

Class "C" preferred shares restructured 586,070 shares Total restructuringShares reported in transactionSummary for August 24, 2026

Redemption price per share (BRL) BRL 53.71 per share Mandatory cash redemption of Class "C" preferred shares

Redemption price per share (USD) USD 10.38 per share Converted from BRL using Treasury Reporting Rates of Exchange

Exchange rate BRL per USD 5.1740 BRL per USD U.S. Treasury Reporting Rates of Exchange as of June 30, 2026

Derivative transactions reported 6 transactions All coded "J" and classified as derivative-type transactions

Automatic conversion ratio 1:1 Each Class "C" preferred share automatically convertible into one common share

Key Terms

Class "C" preferred shares, mandatorily redeemed, Treasury Reporting Rates of Exchange, performance-based compensation, +1 more

5 terms

Class "C" preferred shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically converted"

mandatorily redeemed financial

"The PNC Shares reported herein were mandatorily redeemed for cash"

Treasury Reporting Rates of Exchange financial

"using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates"

performance-based compensation financial

"and receives a performance-based compensation in his capacity as a partner of Radar Gestora"

Pay that rises or falls with measurable results, where employees or executives receive bonuses, stock, or other rewards only if specific performance goals are met. Investors care because it aligns the interests of managers with owners—like paying a driver by miles driven rather than time—so it can encourage stronger company results, affect future earnings and risk-taking, and signal confidence (or potential incentives for short-term decisions).

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"

FAQ

What insider transaction did AXIAY disclose in this Form 4?

AXIA Energia S.A. disclosed that director Pedro Batista de Lima Filho reported six indirect transactions involving 586,070 Class "C" preferred shares, which were mandatorily redeemed for cash by the company on August 24, 2026, under a "J" code (other acquisition or disposition).

What was the redemption price per share in the AXIAY Form 4 transaction?

The Class "C" preferred shares were redeemed at BRL 53.71 per share, which corresponds to USD 10.38 per share using the U.S. Treasury’s 5.1740 BRL per USD exchange rate as of June 30, 2026.

How many AXIAY Class "C" preferred shares were affected?

A total of 586,070 Class "C" preferred shares, each automatically convertible into one common share, were covered by the six reported transactions and were mandatorily redeemed for cash in accordance with AXIA Energia S.A.’s bylaws.

Were the AXIAY insider transactions open-market buys or sells?

No. All six transactions are coded "J", described as other acquisition or disposition, and relate to the mandatory cash redemption of Class "C" preferred shares under the company’s bylaws, rather than open-market purchases or sales.

Does the AXIAY director claim full beneficial ownership of the redeemed shares?

No. The filing states that the shares were held in managed accounts for various investment vehicles and that both those entities and Pedro Batista de Lima Filho disclaim beneficial ownership except to the extent of their pecuniary interest.

What does the AXIAY filing say about future conversion or redemption of Class "C" preferred shares?

It describes that Class "C" preferred shares are to be automatically converted into common shares at a 1:1 ratio, with portions converting annually from 2026 through 2030 and all remaining shares in 2031, unless mandatorily redeemed earlier as occurred here.

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Available on EDGAR 08/25/2026 - 08:44 PM Accepted by SEC EDGAR 08/25/2026 - 08:43 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^*

Batista de Lima Filho Pedro

(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)
08/24/2026

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

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	(1)	08/24/2026		J			293,801	(1)	(1)	Common Shares	293,801	$10.38(2)	4,689,050	I	By managed account(3)
Class "C" Preferred Shares	(1)	08/24/2026		J			102,520	(1)	(1)	Common Shares	102,520	$10.38	1,672,518	I	By managed account(4)
Class "C" Preferred Shares	(1)	08/24/2026		J			3,729	(1)	(1)	Common Shares	3,729	$10.38	75,011	I	By managed account(5)
Class "C" Preferred Shares	(1)	08/24/2026		J			4,900	(1)	(1)	Common Shares	4,900	$10.38	86,309	I	By managed account(6)
Class "C" Preferred Shares	(1)	08/24/2026		J			95,527	(1)	(1)	Common Shares	95,527	$10.38	1,515,926	I	By managed account(7)
Class "C" Preferred Shares	(1)	08/24/2026		J			85,593	(1)	(1)	Common Shares	85,593	$10.38	1,369,745	I	By managed account(8)

Explanation of Responses:

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.

2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

3. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko 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 Maliko 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.

4. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui 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 Tucurui or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

7. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

Remarks:

	/s/ Pedro Batista de Lima Filho	08/25/2026
	** 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)