AXIA Energia: Funds convert Class C preferred shares

The reported shares were directly held by two entities controlled by director Jose Joao Abdalla Filho, who may be deemed to own them indirectly.

Available on EDGAR 11/03/2026 - 12:58 PM EST Accepted by SEC EDGAR 11/03/2026 - 12:57 PM EST

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Rhea-AI Filing Summary

AXIA Energia S.A. reported that on October 30, 2026, Banclass FIA converted 382,037 Class C preferred shares into Common Shares, and FIA Dinamica Energia converted 2,099,382 Class C preferred shares into Common Shares. The transactions were connected with the mandatory redemption of 18.54% of outstanding PNC Shares announced on October 20, 2026. Jose Joao Abdalla Filho, a director and controlling shareholder of both entities, may be deemed to indirectly beneficially own the reported shares; the footnotes state that he and each entity disclaim beneficial ownership except to the extent of their respective pecuniary interests.

Insider Trade Summary

2,481,419 shares exercised/converted

Exercise 4 txns

Insider Abdalla Filho Jose Joao

Role Director

Type	Security	Shares	Price	Value
Conversion	Class "C" Preferred Shares ^{F4, F1, F2}	382,037	$0.00	$0.00
Conversion	Class "C" Preferred Shares ^{F4, F1, F3}	2,099,382	$0.00	$0.00
Grant/Award	Common Shares ^{F1, F2}	382,037	$0.00	$0.00
Grant/Award	Common Shares ^{F1, F3}	2,099,382	$0.00	$0.00

Holdings After Transaction: Class "C" Preferred Shares — 10,902,724 contracts (Indirect, See Footnote); Common Shares — 108,971,815 shares (Indirect, See Footnote)

Holdings Before and After: Class "C" Preferred Shares, 13,384,143 to 10,902,724 contracts (Indirect, See Footnote)

Footnotes (4)

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.
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.
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.
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

Class C preferred shares converted by Banclass FIA: 382,037 shares Class C preferred shares converted by FIA Dinamica Energia: 2,099,382 shares Outstanding PNC Shares subject to mandatory redemption: 18.54%

3 metrics

Class C preferred shares converted by Banclass FIA 382,037 shares October 30, 2026

Class C preferred shares converted by FIA Dinamica Energia 2,099,382 shares October 30, 2026

Outstanding PNC Shares subject to mandatory redemption 18.54% Announced October 20, 2026

Key Terms

PNC Shares, mandatory redemption, pecuniary interest, beneficial ownership

4 terms

PNC Shares technical

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

mandatory redemption financial

"in connection with the mandatory redemption"

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.

pecuniary interest financial

"except to the extent of his or its pecuniary interest therein"

beneficial ownership regulatory

"disclaims beneficial ownership of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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Who directly held the shares in AXIAY's October 30, 2026 transactions?

Banclass FIA directly held the shares in the 382,037-share transaction, and FIA Dinamica Energia directly held the shares in the 2,099,382-share transaction. Jose Joao Abdalla Filho controls both entities; each entity and Mr. Filho disclaims beneficial ownership except to the extent of its or his pecuniary interest.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/30/2026		A		382,037⁽¹⁾	A	$0	17,124,922	I	See Footnote⁽²⁾
Common Shares	10/30/2026		A		2,099,382⁽¹⁾	A	$0	108,971,815	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class "C" Preferred Shares	⁽⁴⁾	10/30/2026		C			382,037⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Shares	382,037	$0	1,678,576	I	See Footnote⁽²⁾
Class "C" Preferred Shares	⁽⁴⁾	10/30/2026		C			2,099,382⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Shares	2,099,382	$0	9,224,148	I	See Footnote⁽³⁾

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. 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	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)

Source: View Original Filing on SEC EDGAR