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AXIA Energia insider converts 142 preferred shares

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reported that its Fiscal Council member, Gisomar Francisco de Bittencourt Marinho, converted 142 Class “C” preferred shares into 142 common shares on October 2, 2026, at a 1:1 ratio under the company’s bylaws. The conversion was reported in connection with the company’s announced mandatory redemption of 15.46% of its outstanding PNC Shares. After the transaction, the reported holdings were 781 Class “C” preferred shares and 5,117 common shares.

Insider de Bittencourt Marinho Gisomar Francisco
Role Insider
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F2, F1 142 $0.00 $0.00
Grant/Award Common Shares F1 142 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 781 contracts (Direct); Common Shares — 5,117 shares (Direct)
Footnotes (2)
  1. F1. On October 2, 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 15.46% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 22, 2026 and pursuant to the terms of the Company's bylaws.
  2. F2. 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 142 shares October 2, 2026
Common shares received in conversion 142 shares October 2, 2026
Class C preferred shares following transaction 781 shares Reported after the October 2, 2026 transaction
Common shares following transaction 5,117 shares Reported after the October 2, 2026 transaction
Conversion ratio 1:1 PNC Shares converted into Common Shares under the bylaws
Announced mandatory redemption 15.46% of outstanding PNC Shares Announced September 22, 2026
Annual conversion allocation 4% of the total volume of originally-issued PNC Shares Each fiscal year from 2026 through 2030, allocated proportionally among holders
PNC Shares financial
"class “C” preferred shares (“PNC Shares”) previously reported herein"
mandatory redemption financial
"mandatory redemption of 15.46% of AXIA Energia S.A.’s 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.
ratio of 1:1 technical
"automatically converted into Common Shares ... at a ratio of 1:1"
originally-issued PNC Shares financial
"4% of the total volume of originally-issued PNC Shares"

FAQ

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How many AXIAY shares were converted?

On October 2, 2026, 142 Class “C” preferred shares converted into 142 common shares at a 1:1 ratio under the company’s bylaws. After the transaction, the reported positions were 781 Class “C” preferred shares and 5,117 common shares.

What is AXIA Energia’s PNC share conversion schedule?

The bylaws provide for 4% of the total volume of originally-issued PNC Shares, allocated proportionally among all holders, to convert in each fiscal year 2026, 2027, 2028, 2029 and 2030. All PNC Shares remaining are scheduled to convert in fiscal year 2031, assuming they are not earlier mandatorily redeemed.

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

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Learn about SEC filing dates
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 Bittencourt Marinho Gisomar Francisco

(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
Officer (give title below)XOther (specify below)
See Remarks*
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
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 Shares10/02/2026A142(1)A$05,117D
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(2)10/02/2026C142(1) (2) (2)Common Shares142$0781D
Explanation of Responses:
1. On October 2, 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 15.46% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 22, 2026 and pursuant to the terms of the Company's bylaws.
2. 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:
*Member of the Fiscal Council
/s/ Gisomar Francisco de Bittencourt Marinho10/05/2026
** 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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