AXIA Energia exec’s 485 PNC shares redeemed for cash

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reported that executive officer Rodrigo Limp Nascimento recorded an other disposition of 485 Class "C" preferred (PNC) shares on 2026-08-24. The shares were mandatorily redeemed for cash under the company’s bylaws at a redemption price of BRL 53.71 per share (approximately $10.38 using a stated FX rate), and were tied to an equal number of common shares. Following this restructuring event, he directly holds 7,424 common shares.

Insider Trade Summary

Other: 485 shares

Other 1 txn

Insider Limp Nascimento Rodrigo

Role See Remarks*

Type	Security	Shares	Price	Value
Other	Class "C" Preferred Shares F1, F2	485	$10.38	$5K

Holdings After Transaction: Class "C" Preferred Shares — 7,424 contracts (Direct)

Footnotes (2)

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.

Key Figures

Shares disposed (PNC): 485 Class "C" preferred shares Redemption price: BRL 53.71 per share Reported USD price: $10.38 per share +3 more

6 metrics

Shares disposed (PNC) 485 Class "C" preferred shares Mandatorily redeemed for cash on 2026-08-24

Redemption price BRL 53.71 per share Mandatory redemption of PNC shares under bylaws

Reported USD price $10.38 per share BRL 53.71 converted using 5.1740 BRL per USD

FX rate 5.1740 BRL per USD Rate used to convert redemption price for reporting

Underlying common shares 485 common shares Underlying security corresponding to redeemed PNC shares

Shares held after transaction 7,424 common shares Direct ownership after the mandatory redemption event

Key Terms

Class "C" preferred shares, mandatorily redeemed, redemption price, Treasury Reporting Rates of Exchange, +1 more

5 terms

Class "C" preferred shares financial

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

mandatorily redeemed financial

"such PNC Shares are not earlier mandatorily redeemed by the Company"

redemption price financial

"The redemption price, $53.71 Brazilian reals ("BRL") per share,"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

Treasury Reporting Rates of Exchange financial

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

automatically converted financial

"PNC Shares") shall be automatically converted into Common Shares,"

FAQ

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

What insider transaction did AXIAY disclose in this Form 4?

The filing reports an other disposition of 485 Class "C" preferred (PNC) shares by executive Rodrigo Limp Nascimento on 2026-08-24, due to a mandatory cash redemption under AXIA Energia S.A.’s bylaws.

What price was received per redeemed share in the AXIAY Form 4 filing?

The PNC shares were redeemed at a redemption price of BRL 53.71 per share, which the company converted using a stated 5.1740 BRL per USD rate, corresponding to approximately $10.38 per share for reporting purposes.

How many AXIA Energia (AXIAY) shares does the insider hold after this transaction?

After the reported transaction, Rodrigo Limp Nascimento directly holds 7,424 common shares of AXIA Energia S.A., as stated as the total shares following the transaction.

Was the AXIAY insider transaction under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, indicating the reported transaction was not disclosed as being made pursuant to a Rule 10b5-1 trading plan.

What do the bylaws of AXIA Energia (AXIAY) say about Class "C" preferred (PNC) shares?

Under Article 11 of AXIA Energia S.A.’s bylaws, PNC shares are to be automatically converted into common shares over fiscal years 2026–2031, unless they are earlier mandatorily redeemed for cash, as occurred with the shares reported in this Form 4.

How many AXIAY shares were involved in the restructuring-type event?

The restructuring-type event involved 485 Class "C" preferred shares, corresponding to 485 underlying common shares, which were mandatorily redeemed for cash in accordance with AXIA Energia S.A.’s bylaws.

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

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Available on EDGAR 08/25/2026 - 12:29 PM EDT Accepted by SEC EDGAR 08/25/2026 - 12:28 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^*

Limp Nascimento Rodrigo

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks*

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			485	(1)	(1)	Common Shares	485	$10.38(2)	7,424	D

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.

Remarks:

*Executive Vice-President of Regulation, Institutional, Market Regulation and Corporate Relations

	/s/ Rodrigo Limp Nascimento	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)