SEC Form 4 · accession 0001213900-26-073275
AXIA Energia S.A. · AXIA3
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wolff Elio Gil de Meirelles
Officer — See Remarks*
Period of report
Jun 26, 2026
Accepted (ET)
Jun 29, 2026 · 7:19 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 26, 2026 | M | 58,712 | $54.18 | A | 84,623 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3,F1,F4,F5 | $54.18 | Jun 26, 2026 | M | 58,712 | D | — | — | Common Shares | 58,712 | 742,432 | D |
| Stock OptionsF3,F6,F4,F5 | $42.00 | holding | — | — | — | — | — | Common Shares | 240,338 | 240,338 | D |
Explanation of responses
- F1The exercise price is R$54.18 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
- F2Represents the sum of (i) vested RSUs (net of withholding tax); (ii) unvested RSUs; and (iii) common shares held by the reporting person.
- F3The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
- F41/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
- F5The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
- F6The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
Remarks
*Executive Vice-President of Strategy and Business Development