SEC Form 4 · accession 0001213900-26-091727
AXIA Energia S.A. · AXIA3
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Filho Jose Joao Abdalla
Director
Period of report
Aug 17, 2026
Accepted (ET)
Aug 19, 2026 · 4:50 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 | Aug 17, 2026 | A | 240,067 | $0.00 | A | 15,133,663 | I | See Footnote |
| Common SharesF1,F3 | Aug 17, 2026 | A | 1,319,228 | $0.00 | A | 98,029,380 | I | See Footnote |
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 SharesF1,F2,F4 | — | Aug 17, 2026 | C | 240,067 | D | — | — | Common Shares | 240,067 | 3,669,835 | I |
| Class "C" Preferred SharesF1,F3,F4 | — | Aug 17, 2026 | C | 1,319,228 | D | — | — | Common Shares | 1,319,228 | 20,166,583 | I |
Explanation of responses
- F1On August 17, 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 6.14% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on August 6, 2026 and pursuant to the terms of the Company's bylaws.
- F2Jose 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.
- F3Mr. 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.
- F4Pursuant 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.