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AXIA Energia CEO converts 9,304 preferred shares

CEO Ivan de Souza Monteiro’s AXIAY holdings shift from PNC Shares to Common Shares through a mandatory bylaw-driven conversion and redemption.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AXIA Energia S.A. (AXIAY) reports that Chief Executive Officer Ivan de Souza Monteiro converted 9,304 Class "C" preferred shares (PNC Shares) into 9,304 Common Shares on September 16, 2026, in connection with the mandatory redemption of 19.61% of the company’s outstanding PNC Shares under its bylaws. After this conversion, he holds 38,146 PNC Shares directly, and his Common Share position, including RSUs, totals 397,792 shares. The bylaws provide for automatic 1:1 conversion of remaining PNC Shares over fiscal years 2026–2031, and no Rule 10b5-1 trading plan is reported for these transactions.

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Insider de Souza Monteiro Ivan
Role See Remarks*
Type Security Shares Price Value
Conversion Class "C" Preferred Shares F3, F1 9,304 $0.00 $0.00
Grant/Award Common Shares F1, F2 9,304 $0.00 $0.00
Holdings After Transaction: Class "C" Preferred Shares — 38,146 contracts (Direct); Common Shares — 397,792 shares (Direct)
Footnotes (3)
  1. F1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 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.
PNC Shares converted 9,304 shares Class "C" preferred (PNC) Shares converted into Common Shares on September 16, 2026
Common Shares acquired 9,304 shares Common Shares received on conversion of PNC Shares on September 16, 2026
PNC Shares held after transaction 38,146 shares Direct Class "C" preferred (PNC) holdings of the CEO following the conversion
Common Shares and RSUs held after transaction 397,792 shares Sum of RSUs and Common Shares held by the CEO after the reported transactions
Mandatory PNC redemption percentage 19.61% Portion of AXIA Energia S.A.’s outstanding PNC Shares subject to mandatory redemption
Automatic conversion ratio of PNC Shares 1:1 Bylaws provide for 1:1 conversion of PNC Shares into Common Shares
Annual PNC conversion percentage 2026–2030 4% per year 4% of originally issued PNC Shares automatically convert each fiscal year 2026–2030
mandatory redemption financial
"in connection with the mandatory redemption of 19.61% of AXIA Energia S.A.’s outstanding PNC Shares"
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 were converted"
RSUs financial
"Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person."
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, assuming such PNC Shares are not earlier"
Article 11 of the Bylaws regulatory
"Pursuant to Article 11 of the Bylaws of the Company, the PNC Shares shall be automatically"

FAQ

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

What insider transaction did AXIAY report for CEO Ivan de Souza Monteiro?

AXIA Energia S.A. reported that CEO Ivan de Souza Monteiro converted 9,304 PNC Shares into 9,304 Common Shares on September 16, 2026, as part of a mandatory redemption of 19.61% of outstanding PNC Shares under the company’s bylaws, with no cash price per share reported.

How many AXIAY PNC Shares does the CEO hold after the September 16, 2026 conversion?

After the September 16, 2026 conversion, the CEO directly holds 38,146 Class "C" preferred (PNC) Shares of AXIA Energia S.A., as disclosed in the Form 4 filing.

What is the CEO’s total Common Share and RSU position in AXIAY after this filing?

Following the reported transactions, the CEO’s position in AXIA Energia S.A. consists of 397,792 Common Shares, which the filing states represents the sum of restricted stock units (RSUs) and Common Shares held by the reporting person.

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

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and there is no footnote indicating a trading plan. The transactions are reported without being pursuant to a Rule 10b5-1 plan.

How does AXIA Energia’s bylaw govern future conversion of PNC Shares?

Article 11 of AXIA Energia’s bylaws provides that PNC Shares automatically convert into Common Shares at a 1:1 ratio: 4% of originally issued PNC Shares each fiscal year from 2026 through 2030, allocated proportionally, and all remaining PNC Shares in fiscal year 2031, absent earlier mandatory redemption.

What does the 19.61% mandatory redemption of AXIAY PNC Shares refer to?

On September 16, 2026, certain PNC Shares, including those held by the CEO, were converted into Common Shares in connection with a mandatory redemption of 19.61% of AXIA Energia’s outstanding PNC Shares, as previously announced on September 3, 2026 and carried out under the company’s bylaws.

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

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Learn about SEC filing dates
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*
de Souza Monteiro Ivan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks*
2a. Foreign Trading Symbol
[AXIA7]
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026
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
Common Shares09/16/2026A9,304(1)A$0397,792(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class "C" Preferred Shares(3)09/16/2026C9,304(1) (3) (3)Common Shares9,304$038,146D
Explanation of Responses:
1. On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 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:
*Chief Executive Officer
/s/ Ivan de Souza Monteiro09/18/2026
** 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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