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AXIA Energia director’s 609K shares redeemed

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Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reports that director Batista de Lima Filho Pedro had Class "C" preferred shares held through managed accounts for several investment funds mandatorily redeemed for cash on September 22, 2026 under the company’s bylaws, totaling 609,134 underlying common shares disposed in restructuring-type transactions. The filing states these interests are held through funds managed by Radar Gestora, with beneficial ownership by Mr. Filho and the funds disclaimed except for pecuniary interest, and no Rule 10b5-1 trading plan is reported.

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Insider Batista de Lima Filho Pedro
Role Director
Type Security Shares Price Value
Other Class "C" Preferred Shares F1, F2, F3 12,806 $10.74 $138K
Other Class "C" Preferred Shares F1, F2, F4 16,904 $10.74 $182K
Other Class "C" Preferred Shares F1, F2, F5 305,092 $10.74 $3.28M
Other Class "C" Preferred Shares F1, F2, F6 274,332 $10.74 $2.95M
holding Class "C" Preferred Shares F1, F7 -- -- --
holding Class "C" Preferred Shares F1, F8 -- -- --
Holdings After Transaction: Class "C" Preferred Shares — 7,871,157 contracts for 5,304,526 underlying shares (Indirect, By managed account)
Footnotes (8)
  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, $55.56 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.
  3. F3. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui 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 Tucurui 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. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  5. F5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  6. F6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
  7. F7. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko 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 Maliko 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.
  8. F8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
Shares mandatorily redeemed 609,134 underlying common shares Total underlying common shares corresponding to Class "C" preferred shares redeemed on September 22, 2026
Redemption price per share 55.56 BRL per share Cash redemption price for Class "C" preferred shares
Redemption price per share (USD) $10.74 per share BRL 55.56 converted to USD using 5.1740 BRL per USD
Exchange rate 5.1740 BRL per USD Treasury Reporting Rates of Exchange as of June 30, 2026
Remaining indirect derivative position (Maliko) 3,881,047 underlying common shares Underlying shares tied to Class "C" preferred shares held indirectly by managed account for Maliko
Remaining indirect derivative position (Manuka) 1,423,479 underlying common shares Underlying shares tied to Class "C" preferred shares held indirectly by managed account for Manuka
PNC Shares financial
"the class "C" preferred shares ("PNC Shares") shall be automatically converted"
mandatorily redeemed financial
"assuming such PNC Shares are not earlier mandatorily redeemed by the Company"
Treasury Reporting Rates of Exchange financial
"using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange"
performance-based compensation financial
"and receives a performance-based compensation in his capacity as a partner of Radar Gestora"
Pay that rises or falls with measurable results, where employees or executives receive bonuses, stock, or other rewards only if specific performance goals are met. Investors care because it aligns the interests of managers with owners—like paying a driver by miles driven rather than time—so it can encourage stronger company results, affect future earnings and risk-taking, and signal confidence (or potential incentives for short-term decisions).
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"

FAQ

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

What insider transactions were reported for AXIAY in this Form 4?

The Form 4 reports four restructuring-type dispositions on September 22, 2026, in which Class "C" preferred shares corresponding to 609,134 underlying common shares were mandatorily redeemed for cash under AXIA Energia’s bylaws, from accounts managed for several investment funds.

At what price were AXIA Energia’s Class C preferred shares redeemed in this filing?

The redemption price was 55.56 Brazilian reals (BRL) per share, converted for reporting to $10.74 per share using a 5.1740 BRL per USD exchange rate from the U.S. Treasury’s Treasury Reporting Rates of Exchange as of June 30, 2026.

How many AXIA Energia shares were affected by the mandatory redemption on September 22, 2026?

The filing shows mandatory cash redemptions of Class "C" preferred shares representing 609,134 underlying common shares, across four indirect positions: 12,806; 16,904; 305,092; and 274,332 underlying shares tied to different managed accounts.

Does the AXIAY Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The document-level checkbox for Rule 10b5-1 plans is unchecked and the footnotes do not state that the transactions were made under a trading plan, so no Rule 10b5-1 plan is reported for these redemptions.

How is beneficial ownership of the AXIA Energia shares described for Mr. Filho?

Footnotes state that the shares are held through funds managed by Radar Gestora and that each fund and Mr. Filho disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest in those securities.

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

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SEC Form 4
FORM 4UNITED 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*
Batista de Lima Filho Pedro

(Last)(First)(Middle)
AVENIDA GRACA ARANHA, NO. 26
CENTRO

(Street)
RIO DE JANEIRO20030-000

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class "C" Preferred Shares(1)09/22/2026J12,806 (1) (1)Common Shares12,806$10.74(2)53,505IBy managed account(3)
Class "C" Preferred Shares(1)09/22/2026J16,904 (1) (1)Common Shares16,904$10.74(2)70,705IBy managed account(4)
Class "C" Preferred Shares(1)09/22/2026J305,092 (1) (1)Common Shares305,092$10.74(2)1,269,408IBy managed account(5)
Class "C" Preferred Shares(1)09/22/2026J274,332 (1) (1)Common Shares274,332$10.74(2)1,173,013IBy managed account(6)
Class "C" Preferred Shares(1) (1) (1)Common Shares3,881,0473,881,047IBy managed account(7)
Class "C" Preferred Shares(1) (1) (1)Common Shares1,423,4791,423,479IBy managed account(8)
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, $55.56 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.
3. Pedro Batista de Lima Filho ("Mr. Filho") is a partner at Radar Gestora de Recursos Ltda. ("Radar Gestora"), which is responsible for the portfolio management of TUCURUI MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Tucurui") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. For the purposes of this filing, each of Tucurui 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 Tucurui 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. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of XINGO MASTER FUNDO DE INVESTIMENTO FINANCEIRO DE ACOES ("Xingo") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. For the purposes of this filing, each of Xingo 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 Xingo or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
5. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of RADAR MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Radar") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Radar. For the purposes of this filing, each of Radar 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 Radar or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
6. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of INFRAD MASTER FUNDO DE INVESTIMENTO FINANCEIRO EM ACOES ("Infrad") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Infrad. For the purposes of this filing, each of Infrad 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 Infrad or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
7. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MALIKO INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Maliko") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Maliko. For the purposes of this filing, each of Maliko 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 Maliko 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.
8. Mr. Filho is a partner at Radar Gestora, which is responsible for the portfolio management of MANUKA INVESTMENTS LLC - BANCO BTG PACTUAL S/A ("Manuka") and receives a performance-based compensation in his capacity as a partner of Radar Gestora. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Manuka. For the purposes of this filing, each of Manuka 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 Manuka or Mr. Filho is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
Remarks:
/s/ Pedro Batista de Lima Filho09/22/2026
** Signature of Reporting PersonDate
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)

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