SEC Form 4 · accession 0001213900-26-068427

AXIA Energia S.A. · AXIA3

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

de Lima Filho Pedro Batista

Director

Period of report

Jun 10, 2026

Accepted (ET)

Jun 12, 2026 · 6:26 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001439124

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1,F2	Jun 10, 2026	S	6,600	$9.59	D	7,356,790	I	By managed account
Common Shares^F1,F3	Jun 10, 2026	S	300	$9.59	D	367,727	I	By managed account
Common Shares^F1,F4	Jun 10, 2026	S	400	$9.59	D	483,832	I	By managed account
Common Shares^F1,F5	Jun 10, 2026	S	18,400	$9.59	D	4,900,763	I	By managed account
Common Shares^F1,F6	Jun 10, 2026	S	4,500	$9.59	D	5,020,510	I	By managed account
Common Shares^F7	holding	—	—		—	15,698,540	I	By managed account
Common Shares	holding	—	—		—	51,115	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class "C" Preferred Shares^F9,F2,F8	—	Jun 10, 2026	P	6,900	A	—	—	Common Shares	6,900	1,703,066	I
Class "C" Preferred Shares^F9,F3,F8	—	Jun 10, 2026	P	300	A	—	—	Common Shares	300	61,698	I
Class "C" Preferred Shares^F9,F4,F8	—	Jun 10, 2026	P	400	A	—	—	Common Shares	400	81,086	I
Class "C" Preferred Shares^F9,F5,F8	—	Jun 10, 2026	P	19,100	A	—	—	Common Shares	19,100	1,524,708	I
Class "C" Preferred Shares^F9,F6,F8	—	Jun 10, 2026	P	4,700	A	—	—	Common Shares	4,700	1,333,612	I
Class "C" Preferred Shares^F7,F8	—	holding	—	—	—	—	—	Common Shares	4,794,630	4,794,630	I

Explanation of responses

F1The price reported in column 4 is a weighted average price. The reporting person undertakes to provide to AXIA Energia S.A. ("AXIA"), any security holder of AXIA, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price. The weighted average price, $50.38 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 March 31, 2026 (the most recently published quarterly rate, applicable to transactions through June 30, 2026), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.
F2Pedro 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 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise.
F3Mr. Filho is a partner at 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. 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.
F4Mr. 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. 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.
F5Mr. 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.
F6Mr. 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.
F7Mr. 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 Exchange Act, or otherwise.
F8Pursuant to Article 11 of the Bylaws of the Company, the Class "C" Preferred Shares shall be automatically converted into Common Shares, assuming such Class "C" Preferred 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 Class "C" Preferred Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all Class "C" Preferred Shares remaining, in fiscal year 2031.
F9The price reported in column 4 is a weighted average price. The reporting person undertakes to provide to AXIA, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price. The weighted average price, $48.63 BRL per share, has been converted to USD using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate, applicable to transactions through June 30, 2026), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.