06/18/2026 | Press release | Distributed by Public on 06/18/2026 15:19
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class "C" Preferred Shares | (1) | 06/15/2026 | G | 10,000 | (1) | (1) | CommonShares | 10,000 | $ 0 | 42,567 | D | ||||
| Class "C" Preferred Shares | (1) | 06/17/2026 | G | 30,000 | (1) | (1) | CommonShares | 30,000 | $ 0 | 12,567 | D | ||||
| Class "C" Preferred Shares | (1) | (1) | (1) | CommonShares | 980,750 | 980,750 | I | See Footnotes(2)(3) | |||||||
| Class "C" Preferred Shares | (1) | (1) | (1) | CommonShares | 573,588 | 573,588 | I | See Footnotes(4)(5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Falconi Campos Vicente AVENIDA GRACA ARANHA, NO. 26 CENTRO RIO DE JANEIRO 20030-000 |
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| /s/ Vicente Falconi Campos | 06/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to Article 11 of the Bylaws of AXIA Energia S.A. (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. |
| (2) | Vicente Falconi Campos ("Mr. Campos") is a controlling shareholder in STARTOURS FIA IE ("Startours") which directly holds the Class "C" 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. |
| (3) | 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. |
| (4) | Mr. Campos is a controlling shareholder in TUCA FIA RESPONSABILIDADE LIMITADA ("Tuca") which directly holds the the Class "C" 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. |
| (5) | 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. |