STOCK TITAN

AXIA Energia director reports 1.26M share conversion

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. director Pedro Batista de Lima Filho reported that on September 16, 2026, Class "C" preferred shares held through managed accounts were automatically converted into Common Shares in connection with a mandatory redemption of 19.61% of outstanding Class "C" preferred shares. A total of 1,260,542 Class "C" preferred shares were converted into the same number of Common Shares at a 1:1 ratio, with 925,503 shares linked to Maliko Investments LLC and 335,039 shares linked to Manuka Investments LLC. These positions are held indirectly through portfolios managed by Radar Gestora de Recursos Ltda., and both the funds and Mr. Filho disclaim beneficial ownership except to the extent of any pecuniary interest. After these transactions, indirect derivative positions in Class "C" preferred shares remain outstanding representing underlying Common Shares of 66,311; 87,609; 1,574,500; and 1,574,500, and Mr. Filho also reports 51,115 Common Shares held directly. No Rule 10b5-1 trading plan is reported.

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Insider Batista de Lima Filho Pedro
Role Director
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F8, F1, F2 925,503 $0.00 $0.00
Conversion Class "C" Preferred Shares F8, F1, F3 335,039 $0.00 $0.00
Grant/Award Common Shares F1, F2 925,503 $0.00 $0.00
Grant/Award Common Shares F1, F3 335,039 $0.00 $0.00
holding Class "C" Preferred Shares F8, F4 -- -- --
holding Class "C" Preferred Shares F8, F5 -- -- --
holding Class "C" Preferred Shares F8, F6 -- -- --
holding Class "C" Preferred Shares F8, F7 -- -- --
holding Common Shares F4 -- -- --
holding Common Shares F5 -- -- --
holding Common Shares F6 -- -- --
holding Common Shares F7 -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Class "C" Preferred Shares — 8,607,446 contracts for 3,302,920 underlying shares (Indirect, By managed account); Common Shares — 17,567,253 shares (Indirect, By managed account); Common Shares — 51,115 shares (Direct)
Footnotes (8)
  1. F1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 2026 and pursuant to the terms of the Company's bylaws.
  2. F2. 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.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
  7. F7. 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.
  8. F8. 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.
Class "C" preferred shares converted 1,260,542 shares Total Class "C" preferred shares converted into Common Shares on September 16, 2026
Mandatory redemption percentage 19.61% Portion of outstanding Class "C" preferred shares subject to mandatory redemption
Shares converted via Maliko-managed account 925,503 shares Class "C" preferred shares converted into Common Shares through Maliko-related managed account
Shares converted via Manuka-managed account 335,039 shares Class "C" preferred shares converted into Common Shares through Manuka-related managed account
Conversion ratio 1:1 Automatic conversion of Class "C" preferred shares into Common Shares under bylaws
Scheduled annual conversion portion 4% per year Of originally issued Class "C" preferred shares in each fiscal year 2026–2030
Direct Common Shares held 51,115 shares Common Shares reported as held directly after transactions
Largest remaining derivative block 1,574,500 underlying shares Underlying Common Shares for each of two remaining Class "C" preferred positions, held indirectly
mandatory redemption financial
"in connection with the mandatory redemption of 19.61% 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.
Class "C" preferred shares financial
"certain of the class "C" preferred shares ("PNC Shares") previously reported"
beneficial ownership financial
"disclaims beneficial ownership of the reported securities except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"
performance-based compensation financial
"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).
automatic conversion financial
"PNC Shares shall be automatically converted into Common Shares, assuming such PNC"

FAQ

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

What insider transaction did AXIAY’s director report on September 16, 2026?

The director reported that 1,260,542 Class "C" preferred shares held through managed accounts were converted into 1,260,542 Common Shares of AXIA Energia S.A. on September 16, 2026, in connection with a mandatory redemption of a portion of that preferred class.

How many AXIAY Class "C" preferred shares tied to Maliko and Manuka were converted?

On September 16, 2026, 925,503 Class "C" preferred shares associated with Maliko Investments LLC and 335,039 Class "C" preferred shares associated with Manuka Investments LLC were converted into the same number of Common Shares, all held indirectly through managed accounts.

What triggered the conversion of AXIAY’s Class "C" preferred shares?

The conversion occurred in connection with the mandatory redemption of 19.61% of AXIA Energia S.A.’s outstanding Class "C" preferred shares, announced on September 3, 2026, and carried out pursuant to the company’s bylaws governing automatic conversion and redemption.

What is the conversion ratio for AXIAY’s Class "C" preferred shares into Common Shares?

Under the bylaws, Class "C" preferred shares automatically convert into Common Shares at a 1:1 ratio. The filing notes scheduled conversions of 4% of originally issued Class "C" preferred shares in each fiscal year 2026–2030, with all remaining shares converting in fiscal year 2031 if not previously redeemed.

What AXIAY holdings does the director report after these transactions?

The director reports 51,115 Common Shares held directly and indirect derivative positions in Class "C" preferred shares representing underlying Common Shares of 66,311; 87,609; 1,574,500; and 1,574,500. All indirect holdings are through portfolios managed by Radar Gestora de Recursos Ltda.

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

No. For all indirect holdings through Maliko, Manuka, Tucurui, Xingo, Radar, and Infrad, the filing states that each fund and the director disclaim beneficial ownership of the securities except to the extent of any pecuniary interest, and that the filing is not an admission of beneficial ownership.

Were the AXIAY insider transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked as an affirmatively adopted plan; no Rule 10b5-1 trading plan is reported for these September 16, 2026 conversion transactions.

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*
Batista de Lima Filho Pedro

(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)
09/16/2026
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 Shares09/16/2026A925,503(1)A$014,221,822IBy managed account(2)
Common Shares09/16/2026A335,039(1)A$07,070,456IBy managed account(3)
Common Shares366,985IBy managed account(4)
Common Shares485,209IBy managed account(5)
Common Shares4,652,519IBy managed account(6)
Common Shares4,992,084IBy managed account(7)
Common Shares51,115D
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(8)09/16/2026C925,503(1) (8) (8)Common Shares925,503$03,881,047IBy managed account(2)
Class "C" Preferred Shares(8)09/16/2026C335,039(1) (8) (8)Common Shares335,039$01,423,479IBy managed account(3)
Class "C" Preferred Shares(8) (8) (8)Common Shares66,31166,311IBy managed account(4)
Class "C" Preferred Shares(8) (8) (8)Common Shares87,60987,609IBy managed account(5)
Class "C" Preferred Shares(8) (8) (8)Common Shares1,574,5001,574,500IBy managed account(6)
Class "C" Preferred Shares(8) (8) (8)Common Shares1,574,5001,574,500IBy managed account(7)
Explanation of Responses:
1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 2026 and pursuant to the terms of the Company's bylaws.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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/ Pedro Batista de Lima Filho09/17/2026
** 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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