de Meirelles Wolff Elio Gil 4

4 · AXIA Energia S.A. · Filed Jun 29, 2026

AI-generated summary of this filing

Updated Jun 29, 2026

AXIA3 Executive VP Elio Gil Exercises Options for 58,712 Shares

What Happened

Elio Gil de Meirelles Wolff, Executive Vice‑President of Strategy and Business Development at AXIA Energia S.A. (AXIA3), exercised derivative awards on 2026-06-26 to acquire 58,712 common shares. The exercise price recorded is R$54.18 per share for a total cash outlay of approximately R$3,181,016. The filing also shows a corresponding disposition of the derivative instrument (58,712 units) at R$0.00, consistent with conversion/exercise rather than an open‑market sale.

Key Details

Transaction date: 2026-06-26; Form 4 filed: 2026-06-29 (timely filing).
Acquired: 58,712 shares @ R$54.18 = R$3,181,016.
Disposed: 58,712 derivative units @ R$0.00 (reflects conversion/exercise of the derivative).
Shares owned after transaction: not specified in the excerpt; the filing references aggregate holdings per footnote F2 (vested RSUs net of taxes, unvested RSUs, and common shares).
Relevant footnotes: F1 notes the R$54.18 exercise price accrues interest at 5% p.a. from grant to exercise; F3–F5 describe these awards as performance‑conditioned stock options with multi‑year vesting, 120‑day exercise windows after maturity, and a 180‑day lock‑up after exercise.
Transaction code: M = exercise/conversion of derivative (option).

Context

This was an option/derivative exercise (not an open‑market purchase or sale). The derivative instrument was converted into common shares rather than sold; the reporting person appears subject to a 180‑day post‑exercise lock‑up (per F5), so these shares likely cannot be sold immediately. The awards are performance‑conditioned (per F3), and the exercise price accrues interest (per F1).

Form 4

Period: 2026-06-26

See Remarks*

Transactions

Exercise/Conversion
Common Shares
[F1][F2]
2026-06-26$54.18/sh+58,712$3,181,016→ 84,623 total
Exercise/Conversion
Stock Options
[F3][F1][F4][F5]
2026-06-26−58,712→ 742,432 total
Exercise: $54.18→ Common Shares (58,712 underlying)

Holdings

Stock Options
[F3][F6][F4][F5]
Exercise: $42.00→ Common Shares (240,338 underlying)
240,338

Footnotes (6)

[F1]The exercise price is R$54.18 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.
[F2]Represents the sum of (i) vested RSUs (net of withholding tax); (ii) unvested RSUs; and (iii) common shares held by the reporting person.
[F3]The stock options were issued pursuant to AXIA Energia S.A.'s restricted share based compensation program. Exercise is conditioned up the achievement of certain performance goals, as set forth in the award agreement, and the satisfaction of certain other conditions.
[F4]1/3 of the stock options vest 3 years from grant date, with the remaining vesting on the 4th and 5th anniversaries from grant date, subject to certain conditions, as set forth in the award agreement.
[F5]The reporting person must exercise vested options within 120 days after each respective maturity period, failing which the options lapse. Upon exercise, the reporting person is subject to a lock-up period of 180 calendar days during which the shares may not be sold, transferred, or encumbered.
[F6]The exercise price is R$42.00 per share accrues interest at a rate of 5% per annum from grant date to exercise date and is subject to certain other adjustments.

Signature

/s/ Elio Gil de Meirelles Wolff|2026-06-29

1 file