AXIA Energia (AXIAY) shifts 1.56M preferred into common stock

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reported that investment funds associated with director Jose Joao Abdalla Filho converted 1,559,295 Class "C" preferred (PNC) shares into an equal number of Common Shares on August 17, 2026. The conversions were made by Banclass FIA and FIA Dinamica Energia, where Mr. Filho is a controlling shareholder, in connection with the mandatory redemption of 6.14% of outstanding PNC Shares and the automatic 1:1 conversion schedule set out in the company’s bylaws. Banclass, Dinamica and Mr. Filho each disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Net Buyer: 1,559,295 shares

Net Buy 4 txns

Insider Abdalla Filho Jose Joao

Role Director

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares F4, F1, F2	240,067	$0.00	$0.00
Conversion	Class "C" Preferred Shares F4, F1, F3	1,319,228	$0.00	$0.00
Grant/Award	Common Shares F1, F2	240,067	$0.00	$0.00
Grant/Award	Common Shares F1, F3	1,319,228	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 23,836,418 shares (Indirect, See Footnote); Common Shares — 98,029,380 shares (Indirect, See Footnote)

Footnotes (4)

1. 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.
2. F2. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass and Mr. Filho 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 Banclass or Mr. Filho 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.
3. F3. Mr. Filho is a controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica and Mr. Filho 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 Dinamica or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
4. F4. 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

Total PNC Shares Converted: 1,559,295 shares Banclass PNC Conversion: 240,067 shares Dinamica PNC Conversion: 1,319,228 shares +3 more

6 metrics

Total PNC Shares Converted 1,559,295 shares Aggregate Class "C" preferred (PNC) shares converted into Common Shares on August 17, 2026

Banclass PNC Conversion 240,067 shares PNC Shares held by Banclass FIA converted 1:1 into Common Shares on August 17, 2026

Dinamica PNC Conversion 1,319,228 shares PNC Shares held by FIA Dinamica Energia converted 1:1 into Common Shares on August 17, 2026

Mandatory PNC Redemption 6.14% Portion of AXIA Energia’s outstanding PNC Shares subject to mandatory redemption announced August 6, 2026

Annual PNC Conversion Tranche 4% Percentage of originally issued PNC Shares automatically converted each fiscal year from 2026 through 2030

Final Conversion Year 2031 Fiscal year in which all remaining PNC Shares must be converted into Common Shares under bylaws

Key Terms

mandatory redemption, PNC Shares, pecuniary interest, Section 16

4 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.

PNC Shares financial

"class "C" preferred shares ("PNC Shares") previously reported herein were converted"

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"

Section 16 regulatory

"beneficial owner of any of the reported securities for purposes of Section 16 of the Securities"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

What insider transactions did AXIA Energia S.A. (AXIAY) report on August 17, 2026?

AXIA Energia S.A. reported conversions of 1,559,295 Class "C" preferred (PNC) shares into an equal number of Common Shares on August 17, 2026, by funds associated with director Jose Joao Abdalla Filho.

How many AXIAY PNC shares did each associated fund convert into Common Shares?

Banclass FIA converted 240,067 PNC Shares, and FIA Dinamica Energia converted 1,319,228 PNC Shares. Each block converted 1:1 into the same number of Common Shares as part of the company’s mandatory redemption and conversion framework.

Why were AXIA Energia (AXIAY) PNC Shares converted into Common Shares?

The PNC Shares were converted in connection with a mandatory redemption of 6.14% of outstanding PNC Shares, announced August 6, 2026, and under bylaw rules that require automatic 1:1 conversion of PNC Shares over fiscal years 2026–2031.

Does Jose Joao Abdalla Filho directly own the AXIAY shares reported in this Form 4?

The shares are directly held by Banclass FIA and FIA Dinamica Energia, funds where he is a controlling shareholder. All parties disclaim beneficial ownership beyond their pecuniary interest in these securities for Section 16 and other purposes.

Is the AXIA Energia (AXIAY) insider transaction part of a Rule 10b5-1 trading plan?

The filing’s 10b5-1 checkbox is not marked as affirming a trading plan. The transactions are instead tied to mandatory redemption and automatic conversion terms set out in AXIA Energia S.A.’s bylaws for its PNC Shares.

What is the bylaw schedule for AXIA Energia (AXIAY) PNC Share conversions?

AXIA Energia’s bylaws state that PNC Shares convert 1:1 into Common Shares, with 4% of originally-issued PNC Shares converting each fiscal year from 2026 through 2030 and all remaining PNC Shares converting in fiscal year 2031.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 04:50 PM Accepted by SEC EDGAR 08/19/2026 - 04:50 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^*

Abdalla Filho Jose Joao

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol
[AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

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	08/17/2026		A		240,067(1)	A	$0	15,133,663	I	See Footnote(2)
Common Shares	08/17/2026		A		1,319,228(1)	A	$0	98,029,380	I	See Footnote(3)

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	(4)	08/17/2026		C			240,067(1)	(4)	(4)	Common Shares	240,067	$0	3,669,835	I	See Footnote(2)
Class "C" Preferred Shares	(4)	08/17/2026		C			1,319,228(1)	(4)	(4)	Common Shares	1,319,228	$0	20,166,583	I	See Footnote(3)

Explanation of Responses:

1. 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.

2. Jose Joao Abdalla Filho ("Mr. Filho") is a controlling shareholder in Banclass FIA ("Banclass") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Banclass. For the purposes of this filing, each of Banclass and Mr. Filho 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 Banclass or Mr. Filho 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.

3. Mr. Filho is a controlling shareholder in FIA Dinamica Energia ("Dinamica") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of control over Dinamica. For the purposes of this filing, each of Dinamica and Mr. Filho 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 Dinamica or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.

4. 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:

	/s/ Jose Joao Abdalla Filho	08/19/2026
	** 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)