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AXIA Energia (AXIAY) CEO converts PNC preferred stock to common

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reports that Chief Executive Officer Ivan de Souza Monteiro converted 3,103 Class "C" preferred shares (PNC Shares) into 3,103 common shares on August 17, 2026, in connection with the mandatory redemption of 6.14% of the company’s outstanding PNC Shares. After these transactions, he holds 47,450 PNC Shares and an aggregate of 419,228 common shares and RSUs. The bylaws provide for automatic 1:1 conversion of PNC Shares, including 4% of the originally issued PNC Shares in each fiscal year from 2026 through 2030 and all remaining PNC Shares in 2031.

Positive

  • None.

Negative

  • None.
Insider de Souza Monteiro Ivan
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F3, F1 3,103 $0.00 $0.00
Grant/Award Common Shares F1, F2 3,103 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 47,450 shares (Direct); Common Shares — 419,228 shares (Direct)
Footnotes (3)
  1. F1. On August 17, 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 6.14% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on August 6, 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. 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.
PNC Shares Converted 3,103 shares Class "C" preferred (PNC) shares converted into common shares on August 17, 2026
Common Shares/RSUs After Transaction 419,228 shares/RSUs Aggregate of RSUs and common shares held by CEO after the transactions
PNC Shares After Transaction 47,450 shares Class "C" preferred PNC Shares held by CEO following the conversion
Mandatory Redemption Percentage 6.14% Portion of AXIA Energia’s outstanding PNC Shares subject to mandatory redemption
Annual Automatic Conversion Rate 4% Percentage of originally issued PNC Shares automatically converted each year from 2026–2030
Final Conversion Year 2031 Year in which all remaining PNC Shares convert into common shares under the bylaws
Conversion Ratio 1:1 PNC Shares automatically convert into common shares at a one-for-one ratio
mandatory redemption financial
"in connection with the mandatory redemption of 6.14% of AXIA Energia S.A."
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
"certain of the class "C" preferred shares ("PNC Shares") previously reported herein"
RSUs financial
"Represents the sum of (i) RSUs; and (ii) common shares held"
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.
Article 11 of the Bylaws regulatory
"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares"

FAQ

What insider transactions did AXIA Energia (AXIAY) report for August 17, 2026?

AXIA Energia reported that CEO Ivan de Souza Monteiro converted 3,103 Class "C" preferred PNC Shares into 3,103 common shares. The conversion occurred in connection with a 6.14% mandatory redemption of outstanding PNC Shares under the company’s bylaws.

How many AXIA Energia (AXIAY) common shares and RSUs does the CEO hold after this filing?

After these transactions, CEO Ivan de Souza Monteiro holds an aggregate of 419,228 common shares and RSUs. This figure combines his directly held common shares and restricted stock units as referenced in the filing’s footnote describing his post-transaction equity position.

What is the CEO’s remaining Class "C" preferred (PNC) share holding in AXIA Energia (AXIAY)?

Following the August 17, 2026 conversion related to the mandatory redemption, the CEO holds 47,450 Class "C" preferred PNC Shares. These preferred shares remain subject to the automatic 1:1 conversion schedule established in AXIA Energia’s corporate bylaws.

Why were AXIA Energia (AXIAY) PNC Shares converted into common shares on August 17, 2026?

The PNC Shares were converted into common shares due to the mandatory redemption of 6.14% of AXIA Energia’s outstanding PNC Shares. This redemption and related conversion occurred pursuant to the company’s bylaws and was previously announced on August 6, 2026.

What automatic conversion schedule applies to AXIA Energia (AXIAY) PNC Shares?

Under Article 11 of AXIA Energia’s bylaws, PNC Shares automatically convert to common shares 1:1: 4% of originally issued PNC Shares convert in each fiscal year 2026–2030, with all remaining PNC Shares converting in fiscal year 2031, unless earlier mandatorily redeemed.

Does the August 17, 2026 AXIA Energia (AXIAY) Form 4 indicate open-market buying or selling by the CEO?

The Form 4 reflects a conversion of 3,103 PNC Shares into common shares and an associated acquisition entry, both at a price of 0.0000 per share. It does not report open-market purchases or sales; the activity stems from mandatory redemption and bylaws-based conversion.

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*
de Souza Monteiro Ivan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks*
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
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 Shares08/17/2026A3,103(1)A$0419,228(2)D
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(3)08/17/2026C3,103(1) (3) (3)Common Shares3,103$047,450D
Explanation of Responses:
1. On August 17, 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 6.14% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on August 6, 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. 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:
*Chief Executive Officer
/s/ Ivan de Souza Monteiro08/19/2026
** 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)