AXIA Energia council member converts 100 preferred shares

Available on EDGAR 11/03/2026 - 12:33 PM EST Accepted by SEC EDGAR 11/03/2026 - 12:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

AXIA Energia S.A. reported that Gisomar Francisco de Bittencourt Marinho, a Member of the Fiscal Council, converted 100 Class “C” preferred shares into 100 common shares on October 30, 2026, in connection with the Company’s announcement of mandatory redemption of 18.54% of its outstanding PNC Shares. The bylaws provide for automatic conversion at a 1:1 ratio if the shares are not earlier mandatorily redeemed. After the transaction, he held 546 Class “C” preferred shares and 5,352 common shares. No Rule 10b5-1 plan is reported.

Insider Trade Summary

100 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	100	$0.00	$0.00
Grant/Award	Common Shares F1	100	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 546 contracts (Direct); Common Shares — 5,352 shares (Direct)

Holdings Before and After: Class "C" Preferred Shares, 646 to 546 contracts (Direct); Common Shares, 5,252 to 5,352 shares (Direct)

Footnotes (2)

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. 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: 100 shares Common shares acquired in conversion: 100 shares Class C preferred shares held after transaction: 546 shares +4 more

7 metrics

Class C preferred shares converted 100 shares October 30, 2026

Common shares acquired in conversion 100 shares October 30, 2026

Class C preferred shares held after transaction 546 shares Reported after the October 30, 2026 transaction

Common shares held after transaction 5,352 shares Reported after the October 30, 2026 transaction

Conversion ratio 1:1 Bylaw provision for PNC Shares

PNC Shares subject to announced mandatory redemption 18.54% Company announcement on October 20, 2026

Originally issued PNC Shares scheduled for annual conversion 4% Allocated proportionally among holders in each fiscal year from 2026 through 2030

Key Terms

PNC Shares, mandatory redemption, originally-issued PNC Shares, proportionally among all holders

4 terms

PNC Shares financial

"class “C” preferred shares (“PNC Shares”)"

mandatory redemption financial

"mandatory redemption of 18.54% of"

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.

originally-issued PNC Shares financial

"4% of the total volume of originally-issued PNC Shares"

proportionally among all holders financial

"allocated proportionally among all holders"

FAQ

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

How many shares did the AXIAY Fiscal Council member hold after the conversion?

AXIA Energia S.A. Fiscal Council member Gisomar Francisco de Bittencourt Marinho reported 546 Class “C” preferred shares and 5,352 common shares held directly after converting 100 preferred shares into 100 common shares on October 30, 2026.

How does AXIAY’s PNC Share conversion schedule work?

The bylaws provide for automatic 1:1 conversion if PNC Shares are not earlier mandatorily redeemed. The terms allocate 4% of originally issued PNC Shares proportionally among holders in each fiscal year from 2026 through 2030, with all remaining PNC Shares converted in fiscal year 2031.

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

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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)
10/30/2026

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	10/30/2026		A		100(1)	A	$0	5,352	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)	10/30/2026		C			100(1)	(2)	(2)	Common Shares	100	$0	546	D

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. 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	11/02/2026
	** 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)