SEC Form 4 · accession 0001213900-26-075137

AXIA Energia S.A. · AXIA3

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

Reporting owner

Campos Vicente Falconi

Director

Period of report

Jul 1, 2026

Accepted (ET)

Jul 2, 2026 · 6:31 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	Jul 1, 2026	A	11	$0.00	A	142,204	D
Common Shares^F1,F3	Jul 1, 2026	A	932	$0.00	A	4,200,831	I	See Footnotes
Common Shares^F1,F4	Jul 1, 2026	A	545	$0.00	A	2,456,832	I	See Footnotes

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^F1,F5	—	Jul 1, 2026	C	11	D	—	—	Common Shares	11	12,556	D
Class "C" Preferred Shares^F1,F3,F5	—	Jul 1, 2026	C	932	D	—	—	Common Shares	932	979,818	I
Class "C" Preferred Shares^F1,F4,F5	—	Jul 1, 2026	C	545	D	—	—	Common Shares	545	573,043	I

Explanation of responses

F1On July 1, 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 0.0951% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on June 14, 2026 and pursuant to the terms of the Company's bylaws.
F2Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
F3Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. For the purposes of this filing, each of Startours and Mr. Campos 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 Startours or Mr. Campos 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.
F4Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares and the PNC Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. For the purposes of this filing, each of Tuca and Mr. Campos 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 Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Exchange Act, or otherwise.
F5Pursuant 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.