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AXIA Energia CEO converts 5,604 preferred shares

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. Chief Executive Officer Monteiro Ivan de Souza converted 5,604 Class C preferred shares into 5,604 common shares on October 20, 2026. After the transactions, his direct position included 26,645 Class C preferred shares and 409,293 shares, a reported sum of RSUs and common shares.

The conversion was connected with the company’s mandatory redemption of 17.38% of outstanding PNC Shares, announced October 7, 2026. Under Article 11 of the bylaws, PNC Shares automatically convert at 1:1: 4% of originally issued shares are allocated proportionally among holders in each fiscal year 2026, 2027, 2028, 2029 and 2030, with all remaining shares in fiscal year 2031, assuming earlier mandatory redemption does not occur.

Insider de Souza Monteiro Ivan
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F3, F1 5,604 $0.00 $0.00
Grant/Award Common Shares F1, F2 5,604 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 26,645 contracts (Direct); Common Shares — 409,293 shares (Direct)
Footnotes (3)
  1. F1. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 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.
Class C preferred shares converted 5,604 shares October 20, 2026
Common shares acquired in conversion 5,604 shares October 20, 2026
Class C preferred shares held after transaction 26,645 shares Reported following the October 20, 2026 transaction
Reported common-share and RSU holding 409,293 shares The reported amount is the sum of RSUs and common shares held by the reporting person
Mandatory redemption of outstanding PNC Shares 17.38% Announced October 7, 2026
Bylaw conversion ratio 1:1 PNC Shares automatically convert into common shares under Article 11
Scheduled annual conversion 4% of originally issued PNC Shares Allocated proportionally among holders in each fiscal year 2026, 2027, 2028, 2029 and 2030
PNC Shares financial
"class C preferred shares (PNC Shares)"
mandatory redemption financial
"in connection with the mandatory redemption of 17.38%"
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.
RSUs financial
"Represents the sum of (i) RSUs"
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.
automatically converted technical
"shall be automatically converted into Common Shares"

FAQ

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

What shares did AXIAY CEO Monteiro Ivan de Souza convert?

On October 20, 2026, he converted 5,604 Class C preferred shares into 5,604 common shares. The conversion was connected with the company’s mandatory redemption of 17.38% of its outstanding PNC Shares, announced October 7, 2026. No Rule 10b5-1 plan is reported.

How does AXIAY’s PNC Share conversion schedule work?

Under Article 11, PNC Shares automatically convert into common shares at a 1:1 ratio, assuming they are not earlier mandatorily redeemed. The bylaws allocate 4% of originally issued PNC Shares proportionally among holders in each fiscal year 2026, 2027, 2028, 2029 and 2030, and all remaining shares in fiscal year 2031.

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

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Available on EDGAR Accepted by SEC EDGAR 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 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)
10/20/2026
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 Shares10/20/2026A5,604(1)A$0409,293(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)10/20/2026C5,604(1) (3) (3)Common Shares5,604$026,645D
Explanation of Responses:
1. On October 20, 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 17.38% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on October 7, 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 Monteiro10/21/2026
** 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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