SEC Form 4 · accession 0001213900-26-101081
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
Sep 16, 2026
Accepted (ET)
Sep 17, 2026 · 7:30 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 | 925,503 | $0.00 | A | 14,221,822 | I | By managed account |
| Common SharesF1,F3 | Sep 16, 2026 | A | 335,039 | $0.00 | A | 7,070,456 | I | By managed account |
| Common SharesF4 | holding | — | — | — | 366,985 | I | By managed account | |
| Common SharesF5 | holding | — | — | — | 485,209 | I | By managed account | |
| Common SharesF6 | holding | — | — | — | 4,652,519 | I | By managed account | |
| Common SharesF7 | holding | — | — | — | 4,992,084 | 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 SharesF1,F2,F8 | — | Sep 16, 2026 | C | 925,503 | D | — | — | Common Shares | 925,503 | 3,881,047 | I |
| Class "C" Preferred SharesF1,F3,F8 | — | Sep 16, 2026 | C | 335,039 | D | — | — | Common Shares | 335,039 | 1,423,479 | I |
| Class "C" Preferred SharesF4,F8 | — | holding | — | — | — | — | — | Common Shares | 66,311 | 66,311 | I |
| Class "C" Preferred SharesF5,F8 | — | holding | — | — | — | — | — | Common Shares | 87,609 | 87,609 | I |
| Class "C" Preferred SharesF6,F8 | — | holding | — | — | — | — | — | Common Shares | 1,574,500 | 1,574,500 | I |
| Class "C" Preferred SharesF7,F8 | — | holding | — | — | — | — | — | Common Shares | 1,574,500 | 1,574,500 | 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.
- 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.
- F3Mr. 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.
- F4Mr. 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. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Tucurui. 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.
- F5Mr. 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. Mr. Filho may be deemed to indirectly beneficially own these shares by virtue of its relationship with Xingo. 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.
- F6Mr. 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.
- F7Mr. 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.
- F8Pursuant 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.