Sec Form 4 Filing - Abdalla Filho Jose Joao @ AXIA Energia S.A. - 2026-07-01

Insider filing report for Changes in Beneficial Ownership
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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
Abdalla Filho Jose Joao
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)
07/01/2026
(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 07/01/2026 A 3,721 ( 1 ) A $ 0 14,893,596 I See Footnotes ( 2 )
Common Shares 07/01/2026 A 20,452 ( 1 ) A $ 0 96,710,152 I See Footnotes ( 3 )
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 ( 4 ) 07/01/2026 C 3,721 ( 1 ) ( 4 ) ( 4 ) Common Shares 3,721 $ 0 3,909,902 I See Footnotes ( 2 )
Class "C" Preferred Shares ( 4 ) 07/01/2026 C 20,452 ( 1 ) ( 4 ) ( 4 ) Common Shares 20,452 $ 0 21,485,811 I See Footnotes ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abdalla Filho Jose Joao
AVENIDA GRACA ARANHA, NO. 26
CENTRO
RIO DE JANEIRO20030-000
X
Signatures
/s/ Jose Joao Abdalla Filho 07/02/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 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.
( 2 )Jose 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.
( 3 )Mr. 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.
( 4 )Pursuant 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.

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