Director Jose Joao Abdalla Filho filed a Form 4 with the SEC on November 3, 2026, reporting two separate conversions of Class "C" Preferred Shares into Common Shares at AXIA Energia S.A., with transactions dated October 30, 2026.

Key Highlights

  • Transaction date: Both reported transactions occurred on October 30, 2026.
  • First conversion: 382,037 Class "C" Preferred Shares were converted into 382,037 Common Shares at $0, held indirectly through Banclass FIA, resulting in beneficial ownership of 17,124,922 Common Shares via that entity.
  • Second conversion: 2,099,382 Class "C" Preferred Shares were converted into 2,099,382 Common Shares at $0, held indirectly through FIA Dinamica Energia, resulting in beneficial ownership of 108,971,815 Common Shares via that entity.
  • Transaction code: Both transactions were coded "C," indicating conversions of derivative securities.
  • Mandatory redemption basis: According to the filing, the conversions were connected to a mandatory redemption of 18.54% of the company's outstanding Class "C" Preferred Shares announced on October 20, 2026.
  • Reporting person role: Jose Joao Abdalla Filho is identified as a Director of AXIA Energia S.A. (AXIA3).

Conversions Linked to AXIA Energia Bylaws and Mandatory Redemption Event

According to the filing, the Class "C" Preferred Shares (referred to as "PNC Shares") converted on October 30, 2026 were previously reported holdings of Jose Joao Abdalla Filho. The filing states the conversions occurred "in connection with the mandatory redemption of 18.54% of AXIA Energia S.A.'s outstanding PNC Shares announced on October 20, 2026 and pursuant to the terms of the Company's bylaws." Both transactions carried a price of $0 and a transaction code of "C."

The filing describes the conversion schedule embedded in Article 11 of AXIA Energia's bylaws. Under those bylaws, PNC Shares are automatically converted into Common Shares at a ratio of 1:1, with 4% of the total volume of originally-issued PNC Shares allocated proportionally among all holders in each of fiscal years 2026, 2027, 2028, 2029, and 2030, with all remaining PNC Shares converting in fiscal year 2031. This schedule provides context for why conversions are occurring during fiscal year 2026.

Abdalla Filho's indirect beneficial ownership flows through two separate investment vehicles. The 382,037-share conversion is associated with Banclass FIA, in which the filing states he is a controlling shareholder. The 2,099,382-share conversion is associated with FIA Dinamica Energia, where he is also described as a controlling shareholder. The filing notes that both Banclass and Abdalla Filho disclaim beneficial ownership of the reported securities except to the extent of pecuniary interest.

What Was Disclosed

Director Jose Joao Abdalla Filho reported two indirect conversions of Class "C" Preferred Shares into Common Shares at AXIA Energia S.A. (AXIA3) on October 30, 2026, each at $0, through two separate investment vehicles he controls, as disclosed in a Form 4 filed November 3, 2026.