AXIA Energia director reports preferred share conversion

Banclass FIA and FIA Dinamica Energia directly held the shares; the director and entities disclaimed beneficial ownership except to the extent of their pecuniary interests.

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) director Jose Joao Abdalla Filho reported the conversion of Class “C” preferred shares into Common Shares held by Banclass FIA and FIA Dinamica Energia on October 20, 2026. The reported transactions covered 433,471 PNC Shares held by Banclass and 2,382,025 PNC Shares held by Dinamica, with corresponding acquisitions of the same numbers of Common Shares.

The conversions occurred in connection with the mandatory redemption of 17.38% of outstanding PNC Shares, announced October 7, 2026. The entities directly hold the shares; Mr. Filho may be deemed to indirectly beneficially own them through his control of the entities. The entities and Mr. Filho disclaim beneficial ownership except to the extent of their pecuniary interests.

Insider Trade Summary

2,815,496 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	433,471	$0.00	$0.00
Conversion	Class "C" Preferred Shares F4, F1, F3	2,382,025	$0.00	$0.00
Grant/Award	Common Shares F1, F2	433,471	$0.00	$0.00
Grant/Award	Common Shares F1, F3	2,382,025	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 13,384,143 contracts (Indirect, See Footnote); Common Shares — 106,872,433 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 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

PNC Shares converted by Banclass FIA: 433,471 PNC Shares Common Shares acquired by Banclass FIA: 433,471 Common Shares PNC Shares converted by FIA Dinamica Energia: 2,382,025 PNC Shares +3 more

6 metrics

PNC Shares converted by Banclass FIA 433,471 PNC Shares October 20, 2026

Common Shares acquired by Banclass FIA 433,471 Common Shares October 20, 2026

PNC Shares converted by FIA Dinamica Energia 2,382,025 PNC Shares October 20, 2026

Common Shares acquired by FIA Dinamica Energia 2,382,025 Common Shares October 20, 2026

Conversion ratio 1:1 Bylaw conversion terms for PNC Shares into Common Shares

PNC Shares subject to mandatory redemption 17.38% Of outstanding PNC Shares; announced October 7, 2026

Key Terms

PNC Shares, mandatory redemption, pecuniary interest, automatically converted

4 terms

PNC Shares financial

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

mandatory redemption financial

"mandatory redemption of 17.38% of ... 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.

pecuniary interest financial

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

automatically converted technical

"PNC Shares shall be automatically converted into Common Shares"

FAQ

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

How many AXIAY shares did Jose Joao Abdalla Filho report converting?

The transactions reported indirectly by AXIAY director Jose Joao Abdalla Filho involved conversion of 433,471 PNC Shares held by Banclass FIA and 2,382,025 PNC Shares held by FIA Dinamica Energia into Common Shares on October 20, 2026.

What are the AXIAY PNC Share conversion terms?

The bylaws provide for automatic conversion into Common Shares at a 1:1 ratio, assuming the PNC Shares are not earlier mandatorily redeemed. They provide for 4% of the total volume of originally issued PNC Shares, allocated proportionally among holders, in each fiscal year from 2026 through 2030, and all remaining PNC Shares in fiscal year 2031.

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

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Available on EDGAR 10/21/2026 - 02:12 PM EDT Accepted by SEC EDGAR 10/21/2026 - 02:11 PM EDT 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)
10/20/2026

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	10/20/2026		A		433,471(1)	A	$0	16,742,885	I	See Footnote(2)
Common Shares	10/20/2026		A		2,382,025(1)	A	$0	106,872,433	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)	10/20/2026		C			433,471(1)	(4)	(4)	Common Shares	433,471	$0	2,060,613	I	See Footnote(2)
Class "C" Preferred Shares	(4)	10/20/2026		C			2,382,025(1)	(4)	(4)	Common Shares	2,382,025	$0	11,323,530	I	See Footnote(3)

Explanation of Responses:

1. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 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	10/21/2026
	** 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)