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AXIA Energia CEO exercises options for 82,969 shares

The CEO's option terms include performance conditions, staged vesting and a 180-calendar-day post-exercise lock-up.

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. CEO Monteiro Ivan de Souza converted 4,939 Class “C” preferred shares into common shares on October 30, 2026, in connection with the company’s mandatory redemption of 18.54% of its outstanding PNC Shares, announced October 20, 2026. He also exercised options covering 82,969 common shares at an exercise price of R$57.08 per share. Following the transactions, reported positions were 21,706 Class “C” preferred shares and 1,370,558 stock options. The exercise price accrues interest at 5% per annum from grant to exercise and is subject to certain other adjustments.

Insider de Souza Monteiro Ivan
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F4, F1 4,939 $0.00 $0.00
Exercise Stock Options F5, F3, F6, F7 82,969 $0.00 $0.00
Grant/Award Common Shares F1, F2 4,939 $0.00 $0.00
Exercise Common Shares F3, F2 82,969 $57.08 $4.74M
Holdings After Transaction: Class "C" Preferred Shares — 21,706 contracts (Direct); Stock Options — 1,370,558 contracts (Direct); Common Shares — 497,201 shares (Direct)
Holdings Before and After: Class "C" Preferred Shares, 26,645 to 21,706 contracts (Direct); Stock Options, 1,453,527 to 1,370,558 contracts (Direct); Common Shares, 409,293 to 497,201 shares (Direct)
Footnotes (7)
  1. F1. On October 30, 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 18.54% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 20, 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. The exercise price is R$57.08 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
  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.
  5. F5. The stock options were issued pursuant to the Company's restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
  6. F6. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
  7. F7. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
Class “C” preferred shares converted 4,939 shares Converted into common shares on October 30, 2026
Stock options exercised 82,969 options Exercise reported on October 30, 2026
Exercise price R$57.08 per share Options exercised on October 30, 2026
Stock options following transaction 1,370,558 options Reported following the October 30, 2026 transaction
Class “C” preferred shares following transaction 21,706 shares Reported following the October 30, 2026 conversion
Exercise-price interest rate 5% per annum Accrues from grant date to exercise date
Mandatory redemption 18.54% Of AXIA Energia S.A.’s outstanding PNC Shares; announced October 20, 2026
PNC Shares financial
"class "C" preferred shares ("PNC Shares")"
restricted share based compensation program financial
"issued pursuant to the Company's restricted share based compensation program"
vesting financial
"1/3 of the stock options vest 3 years from grant date"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
lock-up period financial
"subject to a lock-up period of 180 calendar days"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
mandatory redemption financial
"in connection with the mandatory redemption of 18.54%"
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.

FAQ

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

What did AXIAY’s CEO report on October 30, 2026?

Monteiro Ivan de Souza reported converting 4,939 Class “C” preferred shares into common shares and exercising options covering 82,969 common shares. The conversion was in connection with the company’s mandatory redemption of 18.54% of its outstanding PNC Shares, announced October 20, 2026.

What was the exercise price for AXIAY’s CEO’s options?

The exercise price was R$57.08 per share. It accrues interest at 5% per annum from the grant date to the exercise date and is subject to certain other adjustments.

How do vesting and exercise deadlines work for AXIAY’s CEO’s options?

One-third of the options vest three years from the grant date, with the remainder vesting on the fourth and fifth anniversaries, subject to conditions. Exercise is conditioned on performance goals and other conditions. Vested options must be exercised within 120 days after each respective maturity period; exercised shares are subject to a 180-calendar-day lock-up.

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)
10/30/2026
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 Shares10/30/2026A4,939(1)A$0414,232(2)D
Common Shares10/30/2026M82,969A$57.08(3)497,201(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(4)10/30/2026C4,939(1) (4) (4)Common Shares4,939$021,706D
Stock Options(5)$57.08(3)10/30/2026M82,969 (6) (7)Common Shares82,969$01,370,558D
Explanation of Responses:
1. On October 30, 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 18.54% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 20, 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. The exercise price is R$57.08 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
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.
5. The stock options were issued pursuant to the Company's restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
6. 1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
7. The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
Remarks:
*Chief Executive Officer
/s/ Ivan de Souza Monteiro11/02/2026
** 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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