AXIA Energia director converts PNC shares at R$0
Rhea-AI Filing Summary
AXIA Energia S.A. (AXIAY) reports that director Jose Joao Abdalla Filho, through investment funds he controls, recorded the mandatory conversion of Class "C" preferred shares (PNC Shares) into Common Shares on September 16, 2026. The filing shows two derivative conversions of PNC Shares into an equal number of Common Shares, paired with corresponding indirect acquisitions of Common Shares at a stated price of R$0.00 per share, in connection with the previously announced mandatory redemption of 19.61% of outstanding PNC Shares and pursuant to the company’s bylaws. The Common Shares and PNC Shares are held directly by Banclass FIA and FIA Dinamica Energia, and Abdalla Filho and these entities each disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,674,320 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 | 719,654 | $0.00 | $0.00 |
| Conversion | Class "C" Preferred Shares F4, F1, F3 | 3,954,666 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F2 | 719,654 | $0.00 | $0.00 |
| Grant/Award | Common Shares F1, F3 | 3,954,666 | $0.00 | $0.00 |
Holdings After Transaction:
Class "C" Preferred Shares — 19,162,098 contracts (Indirect, See Footnote);
Common Shares — 101,984,046 shares (Indirect, See Footnote)
Footnotes (4)
- 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.
- 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
PNC Shares converted (block 1): 719,654 shares
PNC Shares converted (block 2): 3,954,666 shares
Common Shares acquired (block 1): 719,654 shares
+4 more
7 metrics
PNC Shares converted (block 1)
719,654 shares
Class "C" preferred shares converted into Common Shares on September 16, 2026
PNC Shares converted (block 2)
3,954,666 shares
Class "C" preferred shares converted into Common Shares on September 16, 2026
Common Shares acquired (block 1)
719,654 shares
Indirect acquisition at R$0.00 per share via PNC conversion on September 16, 2026
Common Shares acquired (block 2)
3,954,666 shares
Indirect acquisition at R$0.00 per share via PNC conversion on September 16, 2026
Mandatory redemption percentage
19.61%
Portion of AXIA Energia’s outstanding PNC Shares subject to mandatory redemption
Annual automatic conversion tranche
4% of originally issued PNC Shares
Scheduled automatic conversion each fiscal year from 2026 through 2030
Final conversion year
2031
All remaining PNC Shares to be converted into Common Shares in fiscal year 2031
Key Terms
mandatory redemption, PNC Shares, pecuniary interest, controlling shareholder, +2 more
6 terms
mandatory redemption financial
"in connection with the mandatory redemption of 19.61% 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.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest"
beneficial owner regulatory
"shall not be deemed an admission that Banclass or Mr. Filho is the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934"
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did AXIA Energia (AXIAY) report on September 16, 2026?
The company reported derivative conversions of Class "C" preferred (PNC) shares into Common Shares and matching indirect acquisitions of Common Shares, all dated September 16, 2026, by funds associated with director Jose Joao Abdalla Filho.
Were AXIA Energia (AXIAY) insider transactions made under a Rule 10b5-1 plan?
No. The filing indicates no Rule 10b5-1 trading plan for these transactions; they are tied instead to mandatory redemption and automatic conversion provisions in AXIA Energia’s bylaws.
AI-generated analysis. How Rhea-AI works. Not financial advice.
