AXIA Energia council member redeems 74 shares

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reported that a member of its Fiscal Council, as the reporting person, had 74 Class “C” preferred shares mandatorily redeemed for cash. Under the company’s bylaws, these PNC Shares are subject to automatic 1:1 conversion into common shares over fiscal years 2026–2031, but the shares reported here were redeemed instead. The redemption price was BRL 53.71 per share, equivalent to about USD 10.38 per share using a 5.1740 BRL per USD exchange rate, and the reporting person now directly holds 1,147 shares after this restructuring-related disposition.

Insider Trade Summary

Other: 74 shares

Other 1 txn

Insider de Bittencourt Marinho Gisomar Francisco

Role Insider

Type	Security	Shares	Price	Value
Other	Class "C" Preferred Shares F1, F2	74	$10.38	$768.12

Holdings After Transaction: Class "C" Preferred Shares — 1,147 contracts (Direct)

Footnotes (2)

1. F1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.
2. F2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Key Figures

Shares redeemed: 74 Class "C" preferred shares Redemption price: BRL 53.71 per share USD equivalent price: USD 10.38 per share +3 more

6 metrics

Shares redeemed 74 Class "C" preferred shares Mandatorily redeemed for cash on 2026-08-24

Redemption price BRL 53.71 per share Mandatory redemption price for each PNC Share

USD equivalent price USD 10.38 per share Converted using 5.1740 BRL per USD as of June 30, 2026

Exchange rate 5.1740 BRL per USD Treasury Reporting Rates of Exchange as of June 30, 2026

Shares held after transaction 1,147 shares Total shares directly held by reporting person following redemption

Automatic conversion schedule 4% per year 2026–2030; remaining in 2031 Conversion of originally issued PNC Shares into common shares at 1:1

Key Terms

Class "C" preferred shares, PNC Shares, mandatorily redeemed, automatically converted, +1 more

5 terms

Class "C" preferred shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically"

PNC Shares financial

"the class "C" preferred shares ("PNC Shares") shall be automatically"

mandatorily redeemed financial

"such PNC Shares are not earlier mandatorily redeemed by the Company"

automatically converted financial

"PNC Shares") shall be automatically converted into Common Shares"

Treasury Reporting Rates of Exchange financial

"using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange"

FAQ

What insider transaction did AXIA Energia S.A. (AXIAY) disclose in this Form 4?

AXIA Energia S.A. disclosed that a Fiscal Council member had 74 Class “C” preferred shares (PNC Shares) mandatorily redeemed for cash, reported as an “other acquisition or disposition” (code J), leaving the reporting person with 1,147 shares held directly after the transaction.

What was the redemption price per share in the AXIAY insider transaction?

The PNC Shares were redeemed at BRL 53.71 per share. This amount was converted for reporting to about USD 10.38 per share using a 5.1740 BRL per USD exchange rate from the U.S. Department of the Treasury’s Treasury Reporting Rates of Exchange as of June 30, 2026.

How many shares does the reporting person hold after the AXIAY Form 4 transaction?

After the mandatory redemption of 74 PNC Shares, the reporting person’s directly held position is reported as 1,147 shares. This is the total shares following the transaction shown in the Form 4 data for AXIA Energia S.A.

Was the AXIAY insider transaction executed under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed (set to false), and the transaction is described as a mandatory redemption of Class “C” preferred shares under AXIA Energia S.A.’s bylaws, rather than an open-market trade under a pre-arranged plan.

How are AXIA Energia S.A. PNC Shares treated under the company bylaws?

AXIA Energia S.A.’s bylaws provide that Class “C” preferred (PNC) Shares are automatically converted into common shares at a 1:1 ratio: 4% of the originally issued PNC Shares in each of fiscal years 2026–2030, and all remaining PNC Shares in 2031, unless mandatorily redeemed earlier.

What type of security was involved in the AXIAY insider Form 4 filing?

The transaction involved Class “C” preferred shares of AXIA Energia S.A., referred to as PNC Shares. These are preferred shares that can either be mandatorily redeemed for cash or automatically converted 1:1 into common shares, according to the company’s bylaws.

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Available on EDGAR 08/25/2026 - 08:49 PM Accepted by SEC EDGAR 08/25/2026 - 08:48 PM 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)
08/24/2026

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

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	(1)	08/24/2026		J			74	(1)	(1)	Common Shares	74	$10.38(2)	1,147	D

Explanation of Responses:

1. Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (the "Company"), the class "C" preferred shares ("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. The PNC Shares reported herein were mandatorily redeemed for cash in accordance with the foregoing.

2. The redemption price, $53.71 Brazilian reals ("BRL") per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of June 30, 2026 (the most recently published quarterly rate at the time of filing), at a rate of 5.1740 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.

Remarks:

*Member of the Fiscal Council

	/s/ Gisomar Francisco de Bittencourt Marinho	08/25/2026
	** 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)