Petrobras waives Braskem rights in possible share deal (NYSE: BAK)

Rhea-AI Filing Summary

Braskem S.A. reports that major shareholder Petróleo Brasileiro S.A. – Petrobras has decided not to exercise its preemptive and tag-along rights under the current Braskem shareholders’ agreement. This decision relates to a potential transaction involving the transfer of Braskem shares held by Novonor subsidiary NSP Investimentos S.A. to Shine I FIDC.

Petrobras’ board authorized its Executive Board to take the necessary measures to implement this decision, given the current stage of negotiations. Petrobras and Braskem state that additional material facts will be disclosed once final terms of the potential transaction are notified and as further developments occur.

Insights

Equity governance and corporate actions analyst

Key shareholder waives contract rights in potential Braskem share transfer.

Petrobras has chosen not to use its preemptive and tag-along rights tied to a potential transfer of Braskem shares from Novonor’s subsidiary NSP Investimentos to Shine I FIDC. These rights typically protect existing shareholders’ proportional stakes and exit terms in control-related deals.

This decision may make it procedurally easier to advance the contemplated transaction under the current shareholders’ agreement, since Petrobras will not insist on those protections at this stage. However, the notice emphasizes that terms of the transaction remain under negotiation and are not detailed here.

Future disclosures, including when Petrobras receives the final terms of the transaction, will clarify structure, counterparties’ roles and any implications for Braskem’s ownership profile and governance. Until those specifics are released, the direct financial impact and strategic consequences for Braskem remain undefined in this communication.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16
OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

(Commission File No. 1-14862 )

BRASKEM S.A.

(Exact Name as Specified in its Charter)

N/A

(Translation of registrant's name into English)

Rua Eteno, 1561, Polo Petroquimico de Camacari
Camacari, Bahia - CEP 42810-000 Brazil

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___       Form 40-F ______

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1). _____

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7). _____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ______       No ___X___

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.

 

BRASKEM S.A.

Corporate Taxpayer ID (CNPJ): 42.150.391/0001-70

Company Registry: 29.300.006.939

Publicly Held Company

MATERIAL FACT

Braskem S.A. ("Braskem" or "Company") (Ticker B3: BRKM3, BRKM5 and BRKM6; NYSE: BAK; LATIBEX: XBRK) hereby informs its shareholders and the market in general that it was informed, on the date hereof, by the shareholder Petróleo Brasileiro S.A. – Petrobras regarding the disclosure of the Material Fact about its equity interest in the Company as described below:

“Petróleo Brasileiro S.A. – Petrobras, further to the release disclosed on December 15, 2025, informs that, at a meeting held on February 11, 2026, its Board of Directors, considering a potential transaction (“Transaction”) involving the transfer of shares of Braskem S.A. held by NSP Investimentos S.A., a subsidiary of Novonor, to Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC), approved that Petrobras will not exercise its Preemptive Rights and Tag Along Rights provided for in the current Braskem S.A. Shareholders’ Agreement, considering the current stage of the ongoing negotiations, and authorized the Executive Board, within the assumptions presented, to take the necessary measures to implement this decision.

Material facts related to this matter will be promptly disclosed to the market, including, but not limited to, the moment when Petrobras receives notification containing the final terms of the Transaction.”

Braskem will keep the market informed of any material developments on this matter, in compliance with applicable laws.

Additional information can be obtained from the Investor Relations Department by calling +55 11 3576 9531 or by e-mail braskem-ri@braskem.com.br.

São Paulo, February 12, 2026.

Felipe Montoro Jens

Chief Financial and Investor Relations Officer

Braskem S.A.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 12, 2026

	BRASKEM S.A.
	By:	/s/     Felipe Montoro Jens
		Name:	Felipe Montoro Jens
		Title:	Chief Financial Officer

DISCLAIMER ON FORWARD-LOOKING STATEMENTS

This Material Fact may contain forward-looking statements. These statements are not historical facts, but rather are based on the current view and estimates of the Company's management regarding future economic and other circumstances, industry conditions, financial performance and results, including any potential or projected impact regarding the geological event in Alagoas and related legal procedures on the Company's business, financial condition and operating results. The words “project,” “believe,” “estimate,” “expect,” “plan”, “objective” and other similar expressions, when referring to the Company, are used to identify forward-looking statements. Statements related to the possible outcome of legal and administrative proceedings, implementation of operational and financing strategies and investment plans, guidance on future operations, the objective of expanding its efforts to achieve the sustainable macro objectives disclosed by the Company, as well as factors or trends that affect the financial condition, liquidity or operating results of the Company are examples of forward-looking statements. Such statements reflect the current views of the Company's management and are subject to various risks and uncertainties, many of which are beyond the Company’s control. There is no guarantee that the events, trends or expected results will actually occur. The statements are based on various assumptions and factors, including, but not limited to, general economic and market conditions, industry conditions and operating factors, availability, development and financial access to new technologies. Any change in these assumptions or factors, including the projected impact from the joint venture and its development of technologies, from the geological event in Alagoas and related legal procedures and the unprecedented impact on businesses, employees, service providers, shareholders, investors and other stakeholders of the Company could cause effective results to differ significantly from current expectations. For a comprehensive description of the risks and other factors that could impact any forward-looking statements in this document, especially the factors discussed in the sections, see the reports filed with the Brazilian Securities and Exchange Commission (CVM). This Material Fact does not constitute any offer of securities for sale in Brazil. No securities may be offered or sold in Brazil without being registered or exempted from registration, and any public offer of securities carried out in Brazil must be made through a prospectus, which would be made available by Braskem and contain detailed information on Braskem and its management, as well as its financial statements.

FAQ

What did Petrobras decide regarding its rights in Braskem (BAK)?

Petrobras decided not to exercise its preemptive and tag-along rights under Braskem’s shareholders’ agreement. The decision relates to a potential transfer of Braskem shares from Novonor’s subsidiary NSP Investimentos to Shine I FIDC, which remains under negotiation.

What potential transaction involving Braskem (BAK) shares is mentioned?

The notice references a potential transaction involving the transfer of Braskem S.A. shares held by NSP Investimentos S.A., a Novonor subsidiary, to Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC). Final terms of this possible share transfer have not yet been detailed here.

How is Braskem’s shareholders’ agreement relevant in this 6-K filing?

Braskem’s shareholders’ agreement grants Petrobras preemptive and tag-along rights in certain share transactions. Petrobras’ board resolved not to exercise those rights for the contemplated transfer of shares to Shine I FIDC, and authorized its Executive Board to implement this decision under the agreement.

Will Petrobras and Braskem provide more information on the Braskem (BAK) share deal?

Yes. Petrobras stated that material facts will be promptly disclosed as the situation evolves, including when it receives notification containing the final terms of the potential transaction. Braskem likewise committed to inform the market of any material developments in accordance with applicable laws.

Who are the main parties involved in the potential Braskem (BAK) share transfer?

The main parties cited are Braskem S.A., shareholder Petróleo Brasileiro S.A. – Petrobras, Novonor’s subsidiary NSP Investimentos S.A., and Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC), which is identified as the potential acquirer of the Braskem shares.

How can investors contact Braskem’s Investor Relations about this 6-K?

Investors can contact Braskem’s Investor Relations Department by phone at +55 11 3576 9531 or by email at braskem-ri@braskem.com.br. The company indicates these channels for additional information regarding this material fact and related developments.