AXIA Energia (AXIAY) exec shifts 208 preferred shares to common

Rhea-AI Filing Summary

AXIA Energia S.A. reported that executive vice-president de Meirelles Wolff Elio Gil converted 208 Class "C" preferred shares (PNC Shares) into 208 Common Shares on August 17, 2026, as part of a mandatory redemption of 6.14% of the company’s outstanding PNC Shares pursuant to its bylaws. After this transaction, the reporting person held 3,191 PNC Shares and 84,831 Common Shares, with the Common Share figure representing the sum of common stock and RSUs. The company’s bylaws provide that remaining PNC Shares automatically convert into Common Shares at a 1:1 ratio in stages from fiscal years 2026 through 2031.

Insider Trade Summary

Net Buyer: 208 shares

Net Buy 2 txns

Insider de Meirelles Wolff Elio Gil

Role See Remarks*

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares F3	208	$0.00	$0.00
Grant/Award	Common Shares F1, F2	208	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 3,191 shares (Direct); Common Shares — 84,831 shares (Direct)

Footnotes (3)

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. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
3. F3. 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

PNC Shares converted: 208 shares Common Shares acquired via conversion: 208 shares PNC Shares held after transaction: 3191 shares +4 more

7 metrics

PNC Shares converted 208 shares Class "C" preferred (PNC) shares converted into Common Shares on August 17, 2026

Common Shares acquired via conversion 208 shares Common Shares received from conversion on August 17, 2026

PNC Shares held after transaction 3191 shares Class "C" preferred (PNC) holdings following the August 17, 2026 conversion

Common Shares (including RSUs) after transaction 84831 shares Total Common Shares and RSUs held directly after August 17, 2026

Mandatory redemption percentage 6.14% Portion of outstanding PNC Shares subject to mandatory redemption announced August 6, 2026

Annual automatic conversion portion 4% Of originally issued PNC Shares, automatically converting each fiscal year 2026–2030

Conversion ratio 1:1 PNC Shares to Common Shares under Article 11 of the bylaws

Key Terms

mandatory redemption, PNC Shares, RSUs, automatic conversion, +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.

PNC Shares financial

"certain of the class "C" preferred shares ("PNC Shares") previously reported herein"

RSUs financial

"Represents the sum of (i) RSUs; and (ii) common shares"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

automatic conversion financial

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

Bylaws of the Company regulatory

"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares"

FAQ

What insider share conversion did AXIAY report on August 17, 2026?

AXIA Energia S.A. reported that an executive converted 208 Class "C" preferred (PNC) shares into 208 Common Shares on August 17, 2026, in connection with a mandatory redemption of 6.14% of outstanding PNC Shares under the company’s bylaws.

How many AXIAY Class "C" preferred (PNC) shares does the executive hold after the transaction?

Following the August 17, 2026 conversion, the executive held 3,191 PNC Shares. These preferred shares remain subject to the company’s bylaw provisions for mandatory redemption or automatic 1:1 conversion into Common Shares across fiscal years 2026–2031.

What is the executive’s total AXIAY common share position after this Form 4 filing?

After the reported transactions, the executive’s position was 84,831 Common Shares. A footnote explains this figure represents the sum of RSUs and common shares held by the reporting person, all classified as directly owned.

Why were AXIA Energia’s PNC Shares converted into Common Shares in this Form 4?

The 208 PNC Shares converted into Common Shares due to a mandatory redemption of 6.14% of outstanding PNC Shares, as announced August 6, 2026, and carried out pursuant to Article 11 of AXIA Energia’s bylaws on August 17, 2026.

What conversion schedule for AXIAY PNC Shares is described in the bylaws footnote?

Article 11 of the bylaws states PNC Shares automatically convert into Common Shares at a 1:1 ratio: 4% of originally issued PNC Shares in each fiscal year 2026–2030, allocated proportionally among all holders, and all remaining PNC Shares in fiscal year 2031.

Did the insider buy or sell AXIAY shares for cash in this Form 4?

No cash purchase or sale is reported. The filing shows a non-cash conversion of 208 PNC Shares into 208 Common Shares at a stated price of 0.0000 per share, reflecting a corporate action rather than a market trade.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 04:56 PM Accepted by SEC EDGAR 08/19/2026 - 04:55 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 Meirelles Wolff Elio Gil

(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
X	Officer (give title below)		Other (specify below)
	See Remarks*

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		208(1)	A	$0	84,831(2)	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	(3)	08/17/2026		C			208	(3)	(3)	Common Shares	208	$0	3,191	D

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. Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.

3. 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:

*Executive Vice-President

	/s/ Elio Gil de Meirelles Wolff	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)