SEC Form 4 · accession 0001213900-26-101077
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
Sep 16, 2026
Accepted (ET)
Sep 17, 2026 · 6:59 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 | Sep 16, 2026 | A | 180,344 | $0.00 | A | 4,441,335 | I | See Footnote |
| Common SharesF1,F3 | Sep 16, 2026 | A | 105,474 | $0.00 | A | 2,597,490 | I | See Footnote |
| Common SharesF4 | holding | — | — | — | 142,974 | 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 SharesF1,F2,F5 | — | Sep 16, 2026 | C | 180,344 | D | — | — | Common Shares | 180,344 | 739,314 | I |
| Class "C" Preferred SharesF1,F3,F5 | — | Sep 16, 2026 | C | 105,474 | D | — | — | Common Shares | 105,474 | 432,385 | I |
Explanation of responses
- F1On September 16, 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 19.61% of AXIA Energia S.A. (the "Company")'s outstanding PNC Shares announced on September 3, 2026 and pursuant to the terms of the Company's bylaws.
- F2Vicente 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.
- F3Mr. 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.
- F4Represents the sum of (i) RSUs; and (ii) common shares held by the reporting person.
- 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.