SEC Form 4 filed by Batista De Lima Filho Pedro

4/21/26 7:19:15 PM ET

$AXIA

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SEC FORM 4SEC Form 4

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^*

Batista de Lima Filho Pedro

(Last)

(First)

(Middle)

AVENIDA GRACA ARANHA, NO. 26

CENTRO

(Street)

RIO DE JANEIRO

20030-000

(City)

(State)

(Zip)

BRAZIL

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol
[AXIA6 AXIA7]

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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.

Remarks:

	/s/ Pedro Batista de Lima Filho	04/21/2026
	** 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)

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Amount

(A) or (D)

Price

Common Shares

5,420,200

By managed account⁽¹⁾

Common Shares

04/17/2026

1,280,000

$12.2⁽²⁾

1,146,032

By managed account⁽³⁾

Common Shares

29,152

By managed account⁽⁴⁾

Common Shares

38,502

By managed account⁽⁵⁾

Common Shares

1,366,500

By managed account⁽⁶⁾

Common Shares

1,260,946

By managed account⁽⁷⁾

Common Shares

51,115⁽⁸⁾

Class "B1" Preferred Shares

14,813,300

By managed account⁽¹⁾

Class "B1" Preferred Shares

04/17/2026

360,600

$13.39⁽⁹⁾

7,685,300

By managed account⁽³⁾

Class "B1" Preferred Shares

274,450

By managed account⁽⁴⁾

Class "B1" Preferred Shares

362,073

By managed account⁽⁵⁾

Class "B1" Preferred Shares

3,734,776

By managed account⁽⁶⁾

Class "B1" Preferred Shares

3,668,377

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 (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class "C" Preferred Shares

⁽¹⁰⁾

Common Shares

⁽¹⁰⁾

5,318,130

By managed account⁽¹⁾

Class "C" Preferred Shares

⁽¹⁰⁾

04/17/2026

339,900

⁽¹⁰⁾

Common Shares

339,900

$11.75⁽¹¹⁾

2,411,966

By managed account⁽³⁾

Class "C" Preferred Shares

⁽¹⁰⁾

Common Shares

⁽¹⁰⁾

79,798

By managed account⁽⁴⁾

Class "C" Preferred Shares

⁽¹⁰⁾

Common Shares

⁽¹⁰⁾

105,286

By managed account⁽⁵⁾

Class "C" Preferred Shares

⁽¹⁰⁾

Common Shares

⁽¹⁰⁾

1,340,808

By managed account⁽⁶⁾

Class "C" Preferred Shares

⁽¹⁰⁾

Common Shares

⁽¹⁰⁾

1,295,612

By managed account⁽⁷⁾

SEC Form 4 filed by Batista De Lima Filho Pedro

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SEC Form 4 filed by Batista De Lima Filho Pedro

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