AXIA Energia council member converts 135 shares

The bylaws provide for automatic 1:1 conversion of eligible PNC Shares in 4% annual portions during fiscal 2026–2030, with remaining shares in 2031, unless redeemed earlier.

Rhea-AI Filing Summary

AXIA Energia S.A. Fiscal Council member Gisomar Francisco de Bittencourt Marinho converted 135 Class C preferred shares into 135 common shares on October 20, 2026, at the bylaws’ 1:1 ratio. Afterward, his reported direct holdings were 646 Class C preferred shares and 5,252 common shares. The conversion was in connection with the mandatory redemption of 17.38% of outstanding PNC Shares announced on October 7, 2026.

Insider Trade Summary

135 shares exercised/converted

Exercise 2 txns

Insider de Bittencourt Marinho Gisomar Francisco

Role Insider

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares F2, F1	135	$0.00	$0.00
Grant/Award	Common Shares F1	135	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 646 contracts (Direct); Common Shares — 5,252 shares (Direct)

Footnotes (2)

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. 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

Class C preferred shares converted: 135 shares Common shares received in conversion: 135 shares Conversion ratio: 1:1 +3 more

6 metrics

Class C preferred shares converted 135 shares October 20, 2026

Common shares received in conversion 135 shares October 20, 2026

Conversion ratio 1:1 Class C preferred shares to Common Shares under the bylaws

Direct Class C preferred shares after conversion 646 shares Reported resulting position

Direct common shares after conversion 5,252 shares Reported resulting position

Outstanding PNC Shares in announced mandatory redemption 17.38% Announced October 7, 2026

Key Terms

PNC Shares, mandatory redemption, bylaws

3 terms

PNC Shares financial

"Class "C" preferred shares ("PNC Shares")"

mandatory redemption financial

"in connection with the mandatory redemption"

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.

bylaws regulatory

"Pursuant to Article 11 of the Bylaws"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

FAQ

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

How many AXIA Energia (AXIAY) shares were converted?

On October 20, 2026, 135 Class C preferred shares were converted into 135 common shares at the bylaws’ 1:1 ratio. The conversion was reported in connection with AXIA Energia’s announced mandatory redemption of 17.38% of outstanding PNC Shares.

What is the AXIA Energia (AXIAY) PNC share conversion schedule?

Under the bylaws, PNC Shares are automatically converted into Common Shares at a 1:1 ratio, assuming they are not earlier mandatorily redeemed. The schedule provides for 4% of the total volume originally issued, allocated proportionally among holders, in each fiscal year from 2026 through 2030; all remaining PNC Shares convert in fiscal year 2031.

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

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Available on EDGAR 10/22/2026 - 06:23 PM EDT Accepted by SEC EDGAR 10/22/2026 - 06:23 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^*

de Bittencourt Marinho Gisomar Francisco

(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
	Officer (give title below)	X	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)

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
Common Shares	10/20/2026		A		135(1)	A	$0	5,252	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class "C" Preferred Shares	(2)	10/20/2026		C			135(1)	(2)	(2)	Common Shares	135	$0	646	D

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. 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 Marinho	10/21/2026
	** 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)