New Braskem (NYSE: BAK) pact gives Petrobras and FIP shared control

Rhea-AI Filing Summary

Braskem S.A. reports that Petrobras and FIP Shine I have signed a new shareholders’ agreement establishing shared control of the company, which will take effect at the closing of a previously announced share transaction, still subject to conditions precedent including judicial authorizations.

Braskem notes that all required approvals from antitrust authorities for the share transaction have been obtained, and that Petrobras has formally decided not to exercise its pre-emptive and tag-along rights under the current shareholders’ agreement. Braskem’s formal adhesion to the new agreement as an intervening consenting party requires Board of Directors approval. The full agreement is already available on Braskem’s, the CVM’s and B3’s websites, and the company plans to keep the market informed of further material developments.

Insights

Corporate governance analyst

Braskem discloses a new shared-control pact between Petrobras and FIP, pending closing and board approval.

The announcement shows that Petrobras and FIP Shine I have agreed a new shareholders’ agreement to exercise shared control of Braskem. This agreement will only be effective once the related share transaction closes and specified conditions precedent, including judicial authorizations, are satisfied.

Braskem also highlights that antitrust approvals for the share transaction have already been secured, which removes an important regulatory hurdle. Petrobras’ decision not to use its pre-emptive and tag-along rights under the existing agreement signals acceptance of the new governance structure rather than maintaining the current arrangement.

The company’s participation in the new agreement still depends on Braskem’s Board of Directors approval, introducing an internal governance step before the change is finalized. Subsequent disclosures from Braskem and Petrobras about completion of the share transaction and the effective date of shared control will further clarify the long-term governance framework.

Key Terms

New Shareholders’ Agreement, shared control, pre-emptive rights, tag-along rights, +2 more

6 terms

New Shareholders’ Agreement financial

"informing the execution of new Shareholders’ Agreement of the Company between the Shine I Fundo"

shared control financial

"regulating, among other things, the exercise of shared control of the Company between the FIP and Petrobras"

pre-emptive rights financial

"its decision not to exercise the pre-emptive rights and tag-along rights provided for in the Shareholders’ Agreement currently in force"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

tag-along rights financial

"its decision not to exercise the pre-emptive rights and tag-along rights provided for in the Shareholders’ Agreement currently in force"

conditions precedent regulatory

"which is still subject to the fulfillment of certain conditions precedent, including the obtaining of judicial authorizations"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

antitrust authorities regulatory

"all applicable approvals from the competent antitrust authorities for the share transaction have already been obtained"

Form 6-K: How Foreign Companies Report to the SEC →

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 April, 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

A Braskem S.A. ("Braskem" or the "Company") (B3 Ticker: BRKM3, BRKM5 and BRKM6; NYSE: BAK; LATIBEX: XBRK) hereby informs its shareholders and the market in general that, on April 23, 2026, it received correspondence from Petróleo Brasileiro S.A. (“Petrobras”), informing the execution of new Shareholders’ Agreement of the Company between the Shine I Fundo de Investimento em Participações Multiestratégia Responsabilidade Limitada (“FIP”) and Petrobras (“New Shareholders’ Agreement”), regulating, among other things, the exercise of shared control of the Company between the FIP and Petrobras.

The New Shareholders’ Agreement will become effective as of the closing date of the share transaction referred to in the Material Fact disclosed on April 20, 2026, which is still subject to the fulfillment of certain conditions precedent, including the obtaining of judicial authorizations.

Braskem was informed that all applicable approvals from the competent antitrust authorities for the share transaction have already been obtained, and that Petrobras disclosed, on this date, a Material Fact formalizing its decision not to exercise the pre-emptive rights and tag-along rights provided for in the Shareholders’ Agreement currently in force in the Company.

The Company’s execution of the New Shareholders’ Agreement, as an intervening consenting party, is subject to the approval by the Board of Directors, although it is already available for consultation on the Company’s websites (www.braskem-ri.com.br), the CVM’s website (www.cvm.gov.br) and B3’s website (www.b3.com.br).

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, April 23, 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: April 23, 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 Braskem (BAK) announce in this material fact?

Braskem announced that Petrobras and FIP Shine I executed a new shareholders’ agreement establishing shared control of the company. The agreement becomes effective only when a previously announced share transaction closes, after conditions precedent such as necessary judicial authorizations are fulfilled and internal approvals are obtained.

What is the new shareholders’ agreement involving Braskem, Petrobras and FIP?

The new shareholders’ agreement is a governance pact between Petrobras and FIP Shine I that regulates shared control of Braskem. It will replace arrangements under the current agreement once the related share transaction closes and required conditions precedent are satisfied, including internal and judicial approvals referenced by the company.

What conditions must be met before the new Braskem shareholders’ agreement takes effect?

The agreement becomes effective only on the closing date of the referenced share transaction. Closing is still subject to conditions precedent, which include obtaining judicial authorizations. Braskem also notes that its execution of the agreement as an intervening consenting party requires approval by its Board of Directors.

How did Petrobras handle its pre-emptive and tag-along rights in Braskem?

Petrobras informed Braskem that it decided not to exercise the pre-emptive rights and tag-along rights granted under the current shareholders’ agreement. Petrobras formalized this decision in its own material fact, clearing the way for implementation of the new governance arrangement with FIP Shine I over Braskem.

Have antitrust authorities approved the Braskem share transaction linked to the new agreement?

Braskem stated it was informed that all applicable approvals from competent antitrust authorities for the share transaction have already been obtained. This means competition regulators have cleared the deal, leaving judicial authorizations and internal corporate approvals among the key remaining conditions before the transaction can close.

Where can investors find the new Braskem shareholders’ agreement?

Braskem indicated that the new shareholders’ agreement is already available for consultation on its investor relations website. It is also accessible on the websites of the Brazilian Securities Commission (CVM) and B3, allowing shareholders and market participants to review the detailed governance terms directly.