| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
AXIA Energia S.A. [ AXIA3 ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
[AXIA6] | |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 06/05/2026 | J | 91,078 | A | (1) | 142,193(2) | D | |||
| Common Shares | 06/05/2026 | J | 4,199,899 | A | (1) | 4,199,899 | I | See Footnotes(3)(4) | ||
| Common Shares | 06/05/2026 | J | 2,456,287 | A | (1) | 2,456,287 | I | See Footnotes(5)(6) | ||
| Class "B1" Preferred Shares | 06/05/2026 | J | 82,799 | D | (1) | 0 | D | |||
| Class "B1" Preferred Shares | 06/05/2026 | J | 3,818,090 | D | (1) | 0 | I | See Footnotes(4)(7) | ||
| Class "B1" Preferred Shares | 06/05/2026 | J | 2,232,989 | D | (1) | 0 | I | See Footnotes(6)(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. On June 5, 2026, in connection with Axia Energia S.A.'s (the "Company") migration to the Novo Mercado listing segment of B3 S.A. -- Brasil, Bolsa, Balcao, each outstanding Class "B1" Preferred Share of the Company was mandatorily exchanged for 1.1 Common Shares (the "Exchange"). Vicente Falconi Campos ("Mr. Campos") neither paid nor received any cash consideration in connection with the Exchange. The amounts reported herein reflect only the acquisition of Common Shares and the corresponding disposition of Class "B1" Preferred Shares pursuant to the Exchange. |
| 2. Represents the sum of (i) 40,476 unvested RSUs; and (ii) Common Shares held by Mr. Campos. |
| 3. Mr. Campos is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Common Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. |
| 4. For the purposes of this filing, each of Startours and Mr. Campos 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 Startours or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| 5. Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the Common Shares of AXIA reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. |
| 6. For the purposes of this filing, each of Tuca and Mr. Campos 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 Tuca or Mr. Campos is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| 7. Mr. Campos is a controlling shareholder in Startours which directly holds the Class "B1" Preferred Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Startours. |
| 8. Mr. Campos is a controlling shareholder in Tuca which directly holds the Class "B1" Preferred Shares of the Company reported in this filing. Mr. Campos may be deemed to indirectly beneficially own these shares by virtue of control over Tuca. |
| Remarks: |
| /s/ Vicente Falconi Campos | 06/11/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||