Director Vicente Falconi Campos filed a Form 4 with the SEC on November 3, 2026, disclosing the conversion of Class "C" Preferred Shares into Common Shares of AXIA Energia S.A. (AXIA3) on October 30, 2026.

Key Highlights

  • Conversion event: On October 30, 2026, Class "C" Preferred Shares (PNC Shares) held directly and indirectly by the reporting person were converted into Common Shares at a 1:1 ratio.
  • Shares converted: A total of 152,957 PNC Shares were converted across three ownership lines: 1,227 directly, 95,738 indirectly through Startours, and 55,992 indirectly through Tuca.
  • Price per share: All transactions were recorded at $0, consistent with a mandatory conversion rather than a market purchase or sale.
  • Resulting direct ownership: Following the transaction, the reporting person directly holds 147,057 Common Shares (including RSUs).
  • Resulting indirect ownership: Indirectly, 4,759,997 Common Shares are held through Startours and 2,783,858 through Tuca following the conversion.
  • Trigger: According to the filing, the conversion was connected to a mandatory redemption of 18.54% of outstanding PNC Shares announced on October 20, 2026, and carried out pursuant to the company's bylaws.

Mandatory PNC Share Conversion Under AXIA Energia Bylaws

According to the filing, the transactions reported by director Vicente Falconi Campos reflect the conversion of Class "C" Preferred Shares into Common Shares of AXIA Energia S.A., traded under the ticker AXIA3. The conversion occurred on October 30, 2026, and was filed with the SEC on November 3, 2026. The filing describes the event as tied to a mandatory redemption of 18.54% of the company's outstanding PNC Shares, which was announced on October 20, 2026, and executed under the terms of the company's bylaws.

The filing notes that pursuant to Article 11 of the company's bylaws, PNC Shares convert automatically into Common Shares at a 1:1 ratio on a scheduled basis: 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. The transaction code for all reported conversions is "C," denoting a conversion, with a derivative security price of $0.

The reporting person's indirect beneficial ownership is described through two entities. Falconi Campos is identified as a controlling shareholder of STARTOURS FIA IE ("Startours"), which directly holds the Common Shares and PNC Shares reported through that line. He is also identified as a controlling shareholder of TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca"), which directly holds the shares reported under that line. The filing states that both Startours and Mr. Campos disclaim beneficial ownership of those reported securities except to the extent of his or its pecuniary interest therein, and specifies that the filing "shall not be deemed an admission" of beneficial ownership under Section 16 of the Exchange Act.

What Was Disclosed

Director Vicente Falconi Campos reported the October 30, 2026 conversion of 152,957 Class "C" Preferred Shares into Common Shares of AXIA Energia S.A. at $0 per share, across direct holdings and two indirectly controlled entities, in accordance with the company's bylaws.