SEC Form 4 · accession 0001213900-26-069223
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 12, 2026
Accepted (ET)
Jun 16, 2026 · 3:47 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 SharesF1,F2 | Jun 12, 2026 | S | 122,100 | $9.93 | D | 15,576,440 | I | By managed account |
| Common SharesF3,F4 | Jun 12, 2026 | S | 9,900 | $9.90 | D | 7,346,890 | I | By managed account |
| Common SharesF3,F5 | Jun 5, 2026 | S | 500 | $9.90 | D | 367,227 | I | By managed account |
| Common SharesF3,F6 | Jun 12, 2026 | S | 700 | $9.90 | D | 483,132 | I | By managed account |
| Common SharesF1,F7 | Jun 12, 2026 | S | 39,000 | $9.93 | D | 4,861,763 | I | By managed account |
| Common SharesF3,F8 | Jun 12, 2026 | S | 6,700 | $9.90 | D | 5,013,810 | 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 SharesF10,F2,F9 | — | Jun 12, 2026 | P | 21,400 | A | — | — | Common Shares | 21,400 | 4,816,030 | I |
| Class "C" Preferred SharesF10,F4,F9 | — | Jun 12, 2026 | P | 10,200 | A | — | — | Common Shares | 10,200 | 1,713,266 | I |
| Class "C" Preferred SharesF10,F5,F9 | — | Jun 12, 2026 | P | 500 | A | — | — | Common Shares | 500 | 62,198 | I |
| Class "C" Preferred SharesF10,F6,F9 | — | Jun 12, 2026 | P | 700 | A | — | — | Common Shares | 700 | 81,786 | I |
| Class "C" Preferred SharesF10,F7,F9 | — | Jun 12, 2026 | P | 6,600 | A | — | — | Common Shares | 6,600 | 1,531,308 | I |
| Class "C" Preferred SharesF10,F8,F9 | — | Jun 12, 2026 | P | 6,900 | A | — | — | Common Shares | 6,900 | 1,340,512 | 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, $52.17 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.
- F10The 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, $50.20 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.
- 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 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.
- F3The 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 sold at each separate price. The weighted average price, $52.01 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.
- F4Mr. 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.
- F5Mr. 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.
- F6Mr. 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.
- F7Mr. 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.
- F8Mr. 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.
- F9Pursuant 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.