AXIA Energia (AXIAY) extends PNC share conversions to 2031
Rhea-AI Filing Summary
AXIA Energia S.A. reported that director Vicente Falconi Campos and entities associated with him converted Class "C" preferred shares (PNC Shares) into Common Shares on August 17, 2026, in connection with a mandatory redemption of 6.14% of the Company’s outstanding PNC Shares under its bylaws.
The filing shows conversions of 770 PNC Shares held directly and 60,160 and 35,184 PNC Shares held indirectly through Startours and Tuca, each on a 1:1 basis into Common Shares. Following these transactions, Mr. Campos directly holds 142,974 Common Shares (including RSUs and shares), while indirect positions are held by Startours and Tuca, for which both those entities and Mr. Campos disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 96,114 shares
Net Buy
6 txns
Insider
Falconi Campos Vicente
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class "C" Preferred Shares F5, F1 | 770 | $0.00 | $0.00 |
| Conversion | Class "C" Preferred Shares F5, F1, F3 | 60,160 | $0.00 | $0.00 |
| Conversion | Class "C" Preferred Shares F5, F1, F4 | 35,184 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F2 | 770 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F3 | 60,160 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F4 | 35,184 | $0.00 | $0.00 |
Holdings After Transaction:
Class "C" Preferred Shares — 11,786 shares (Direct);
Class "C" Preferred Shares — 1,457,517 shares (Indirect, See Footnote);
Common Shares — 142,974 shares (Direct);
Common Shares — 2,492,016 shares (Indirect, See Footnote)
Footnotes (5)
- F1. On August 17, 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 6.14% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on August 6, 2026 and pursuant to the terms of the Company's bylaws.
- F2. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
- F3. Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos 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 Startours or Mr. Campos 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.
- F4. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos 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 Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
- F5. 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.
Key Figures
Mandatory redemption percentage: 6.14% of outstanding PNC Shares
Direct PNC Shares converted: 770 shares
Indirect PNC Shares converted via Startours: 60,160 shares
+4 more
7 metrics
Mandatory redemption percentage
6.14% of outstanding PNC Shares
Portion of AXIA Energia S.A.’s outstanding Class "C" preferred shares mandatorily redeemed on August 17, 2026
Direct PNC Shares converted
770 shares
Class "C" preferred shares held directly by Mr. Campos converted into Common Shares on August 17, 2026
Indirect PNC Shares converted via Startours
60,160 shares
PNC Shares held by STARTOURS FIA IE converted into Common Shares at a 1:1 ratio
Indirect PNC Shares converted via Tuca
35,184 shares
PNC Shares held by TUCA FIA RESPONSABILIDADE LIMITADA converted into Common Shares at a 1:1 ratio
Direct Common Shares after transaction
142,974 shares
Common Shares (including RSUs and shares) directly held by Mr. Campos following the August 17, 2026 transactions
Automatic annual PNC conversion rate
4% per year
Portion of originally issued PNC Shares automatically converted each fiscal year from 2026 to 2030
Final full PNC conversion year
2031
Fiscal year in which all remaining PNC Shares automatically convert into Common Shares under the bylaws
Key Terms
mandatory redemption, automatic conversion, pecuniary interest, beneficial ownership, +1 more
5 terms
mandatory redemption financial
"in connection with the mandatory redemption of 6.14% 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.
automatic conversion financial
"the PNC Shares shall be automatically converted into Common Shares"
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"
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.
Section 16 of the Securities Exchange Act of 1934 regulatory
"beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
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