Sec Form 4 Filing - Batista de Lima Filho Pedro @ AXIA Energia S.A. - 2026-04-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Batista de Lima Filho Pedro
2. Issuer Name and Ticker or Trading Symbol
AXIA Energia S.A. [ AXIA3]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
AVENIDA GRACA ARANHA, NO. 26, CENTRO
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2026
(Street)
RIO DE JANEIRO20030-000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 5,420,200 I By managed account ( 1 )
Common Shares 04/17/2026 S 1,280,000 D $ 12.2 ( 2 ) 1,146,032 I By managed account ( 3 )
Common Shares 29,152 I By managed account ( 4 )
Common Shares 38,502 I By managed account ( 5 )
Common Shares 1,366,500 I By managed account ( 6 )
Common Shares 1,260,946 I By managed account ( 7 )
Common Shares 51,115 ( 8 ) D
Class "B1" Preferred Shares 14,813,300 I By managed account ( 1 )
Class "B1" Preferred Shares 04/17/2026 S 360,600 D $ 13.39 ( 9 ) 7,685,300 I By managed account ( 3 )
Class "B1" Preferred Shares 274,450 I By managed account ( 4 )
Class "B1" Preferred Shares 362,073 I By managed account ( 5 )
Class "B1" Preferred Shares 3,734,776 I By managed account ( 6 )
Class "B1" Preferred Shares 3,668,377 I By managed account ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class "C" Preferred Shares ( 10 ) ( 10 ) ( 10 ) Common Shares ( 10 ) 5,318,130 I By managed account ( 1 )
Class "C" Preferred Shares ( 10 ) 04/17/2026 S 339,900 ( 10 ) ( 10 ) Common Shares 339,900 $ 11.75 ( 11 ) 2,411,966 I By managed account ( 3 )
Class "C" Preferred Shares ( 10 ) ( 10 ) ( 10 ) Common Shares ( 10 ) 79,798 I By managed account ( 4 )
Class "C" Preferred Shares ( 10 ) ( 10 ) ( 10 ) Common Shares ( 10 ) 105,286 I By managed account ( 5 )
Class "C" Preferred Shares ( 10 ) ( 10 ) ( 10 ) Common Shares ( 10 ) 1,340,808 I By managed account ( 6 )
Class "C" Preferred Shares ( 10 ) ( 10 ) ( 10 ) Common Shares ( 10 ) 1,295,612 I By managed account ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Batista de Lima Filho Pedro
AVENIDA GRACA ARANHA, NO. 26
CENTRO
RIO DE JANEIRO20030-000
X
Signatures
/s/ Pedro Batista de Lima Filho 04/21/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pedro 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. 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.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices from $63.45 to $63.82 Brazilian reals ("BRL"), inclusive. The reporting person undertakes to provide to AXIA Energia S.A. ("AXIA"), any security holder of AXIA, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2, 9 and 11 to this Form 4. The weighted average sales price, $64.11 BRL per share, has been converted to U.S. dollars ("USD") using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate, applicable to transactions through June 30, 2026), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, are excluded from the reported price.
( 3 )Mr. 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, which directly holds 1,146,032 Common Shares, 7,685,300 Preferred "B1" Shares and 2,411,966 Class "C" Shares of AXIA after giving effect to the transfer in this Report. 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.
( 4 )Mr. 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. 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.
( 5 )Mr. 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. 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.
( 6 )Mr. 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. 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.
( 7 )Mr. 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. 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.
( 8 )Represents RSUs held by the reporting person.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.74 to $71.06, inclusive. The weighted average sales price of the common shares, $70.36 BRL per share, has been converted to USD using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate, applicable to transactions occurring through June 30, 2026), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, have been excluded from the reported price.
( 10 )Pursuant to Article 11 of the Bylaws of the Company, the Class "C" Preferred Shares shall be automatically converted into Common Shares, assuming such Class "C" Preferred 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 Class "C" Preferred Shares, allocated proportionally among all holders, in each of the fiscal years 2026, 2027, 2028, 2029 and 2030; and all Class "C" Preferred Shares remaining, in fiscal year 2031.
( 11 )The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.29 to $62.65, inclusive. The weighted average sales price of the common shares, $61.72 BRL per share, has been converted to USD using the U.S. Department of the Treasury Bureau of the Fiscal Service Treasury Reporting Rates of Exchange as of March 31, 2026 (the most recently published quarterly rate, applicable to transactions occurring through June 30, 2026), at a rate of 5.2540 BRL per USD (fiscaldata.treasury.gov). Brokerage commissions and other costs of execution, if any, have been excluded from the reported price.

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