Braskem (NYSE: BAK) backs RPR BRL 451M convertible debenture issue

Rhea-AI Filing Summary

Braskem S.A. reports its participation in a private issue of unsecured, convertible debentures by Refinaria de Petróleo Riograndense S.A. totaling BRL 451,300,173.78. RPR is jointly owned by Braskem, Petrobras and Ultrapar, each holding 33.20% of its share capital.

The 4th debenture issue is split into BRL 450,000,000.00 for a first series and BRL 1,300,173.78 for a second series, with up to 15,324,854,157 debentures at a unit par value of BRL 0.029449. All debentures are mandatorily convertible into RPR shares by December 31, 2026.

Braskem, Petrobras and Ultrapar, as debenture holders, must subscribe and fully pay the first-series debentures in proportion to their existing RPR stakes and subscribe and pay by March 25, 2026. Debentures yield CDI plus 5.5% per year until conversion, and Braskem’s board approved the transaction under its shareholders’ agreement.

Key Figures

Total debenture issue: BRL 451,300,173.78 First-series debentures: BRL 450,000,000.00 Second-series debentures: BRL 1,300,173.78 +5 more

8 metrics

Total debenture issue BRL 451,300,173.78 4th unsecured, convertible debenture issue by RPR

First-series debentures BRL 450,000,000.00 Portion of total RPR debenture issuance

Second-series debentures BRL 1,300,173.78 Portion of total RPR debenture issuance

Maximum debentures 15,324,854,157 debentures Maximum number to be issued by RPR

Unit par value BRL 0.029449 Par value per debenture on issuance date

Interest rate CDI + 5.5% per annum Debenture remuneration until conversion into shares

Transaction date March 19, 2026 Date of related-party debenture transaction

Conversion deadline December 31, 2026 Latest date for mandatory conversion into RPR shares

Key Terms

convertible debentures, private placement, CDI + 5.5% per annum, mandatory conversion, +2 more

6 terms

convertible debentures financial

"4th Issue of Unsecured, Convertible Debentures, in Two Series, for private placement"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

private placement financial

"4th Issue of Unsecured, Convertible Debentures, in Two Series, for private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

CDI + 5.5% per annum financial

"Until their conversion into shares, the debentures will be remunerated at a rate of CDI + 5.5% per annum."

mandatory conversion financial

"necessary for the mandatory conversion of the debentures into shares by December 31, 2026."

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

related parties financial

"hereby informs its shareholders and the market in general of the following transaction between related parties"

Related parties are people or organizations that have close ties to a company—such as owners, executives, family members, or other companies under common control—that can do business with it in ways a stranger would not. Investors care because deals between related parties can favor insiders, hide true costs or benefits, or mask risks; like a family agreeing on a price for a used car, these transactions may not reflect what an independent buyer would pay and can affect a company’s honesty about its finances.

debenture indenture financial

"commercial terms of the debenture indenture, particularly those related to the total amount to be paid in"

A debenture indenture is the formal contract that sets the rules for a company’s unsecured debt — spelling out how much will be repaid, when interest and principal are paid, what the borrower must or must not do, and what happens if it misses payments. For investors it is like the instruction manual and safety plan for a loan: it defines their rights, the protections in place, and remedies if the issuer breaks its promises, so it directly affects the risk and priority of repayment.

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 March, 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- _____.

 

NOTICE ON RELATED-PARTY TRANSACTIONS

São Paulo, March 30, 2026 - Braskem S.A. (“Braskem”), in compliance with article 33, XXXII of CVM Resolution 80/2022, hereby informs its shareholders and the market in general of the following transaction between related parties:

Parties	Braskem, Petróleo Brasileiro S.A. – Petrobras (“Petrobrás”) and Ultrapar Participações S.A. (“Ultrapar”), jointly as debenture holders (“Debenture Holders”), and Refinaria de Petróleo Riograndense S.A. (“RPR” or “Issuer”).
Relationship with the issuer	RPR is owned by Braskem, Ultrapar and Petrobras, each holding 33.20% of its share capital, with the remaining 0.40% held by minority shareholders.
Purpose	4th Issue of Unsecured, Convertible Debentures, in Two Series, for private placement, issued by Refinaria de Petróleo Riograndense S.A., in the amount of BRL 451,300,173.78, of which R$450,000,000.00 corresponds to the debentures of the first series and R$1,300,173.78 corresponds to the debentures of the second series.

 

Key Terms and Conditions	Up to 15,324,854,157 debentures will be issued, with a unit par value of R$ 0.029449 on the issuance date. In its capacity as Issuer, RPR undertakes the obligations relating to the filing of the relevant corporate acts, maintenance of the applicable records, delivery of the required notices, and implementation of the corporate measures necessary for the mandatory conversion of the debentures into shares by December 31, 2026. Conversely, the Indenture imposes on the Debenture Holders, on an equal and non-discriminatory basis, the obligations to subscribe for and fully pay in the shares by March 25, 2026, to take part in the relevant corporate acts, and to comply with the restrictions and procedures applicable to any transfer of such shares The Debenture Holders undertake to subscribe for and fully pay in all debentures of the First Series, in the same proportion as each holds in RPR’s share capital, and the minority shareholders may subscribe for and fully pay in the debentures of the second-series. If the minority shareholders do not subscribe to the second-series debentures, they will be canceled. All debentures will be converted into shares issued by RPR, at the ratio of one common share for each first-series debenture and one preferred share for each second-series debenture, pursuant to the terms set forth in the Indenture. Until their conversion into shares, the debentures will be remunerated at a rate of CDI + 5.5% per annum.
Transaction date	03.19.2026
Possible participation of the Counterparty, its Shareholders or Officers in the Issuer’s Decision-Making Process or in the Negotiation of the Transaction as Representatives of the Issuer	Negotiations were carried out with the Issuer regarding the commercial terms of the debenture indenture, particularly those related to the total amount to be paid in and possible future efforts towards a new issuance. Within the scope of the Debenture Holders, discussions were held regarding the commitments assumed, the respective payment schedules, and the interest rate applicable to the debentures, with the objective of preserving conditions consistent with market practices, even though this is a private placement. The decision regarding the issuance was approved by Braskem’s Board of Directors, in accordance with the terms of the Shareholders’ Agreement.
Detailed justification of the reasons why the issuer's management considers that the transaction has complied with commutative conditions or provides for an appropriate compensatory payment	This is a private debenture issuance, bearing interest at a rate of CDI + 5.5% per annum until the conversion of the debentures into shares. The rate negotiated with the Issuer and among the Debenture Holders reflects fair and equitable market conditions.

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: March 30, 2026

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

DISCLAIMER ON FORWARD-LOOKING STATEMENTS

This report on Form 6-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are statements that are not historical facts, and are based on our management’s current view and estimates of future economic and other circumstances, industry conditions, company performance and financial results, including any potential or projected impact of the geological event in Alagoas and related legal proceedings and of COVID-19 on our business, financial condition and operating results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the potential outcome of legal and administrative proceedings, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting our financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of our management and are subject to a number of risks and uncertainties, many of which are outside of the our control. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors, including the projected impact of the geological event in Alagoas and related legal proceedings and the unprecedented impact of COVID-19 pandemic on our business, employees, service providers, stockholders, investors and other stakeholders, could cause actual results to differ materially from current expectations. Please refer to our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC, as well as any subsequent filings made by us pursuant to the Exchange Act, each of which is available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this presentation.

FAQ

What related-party transaction did Braskem (BAK) disclose in this Form 6-K?

Braskem disclosed a private issue of unsecured, convertible debentures by Refinaria de Petróleo Riograndense S.A. totaling BRL 451,300,173.78. Braskem, Petrobras and Ultrapar subscribe as debenture holders in line with their existing 33.20% ownership stakes in RPR.

How is the BRL 451.3 million RPR debenture issue structured for Braskem (BAK)?

The issuance totals BRL 451,300,173.78, split into BRL 450,000,000.00 for a first series and BRL 1,300,173.78 for a second series. Up to 15,324,854,157 debentures are issued with a unit par value of BRL 0.029449 at the issuance date.

When will the RPR convertible debentures involving Braskem (BAK) be converted into shares?

All debentures must be mandatorily converted into RPR shares by December 31, 2026. Each first-series debenture converts into one common share and each second-series debenture into one preferred share, following the terms of the debenture indenture.

What interest rate applies to the RPR debentures subscribed by Braskem (BAK)?

Until conversion into shares, the debentures pay interest at CDI plus 5.5% per annum. This rate was negotiated between RPR and the debenture holders and is described as reflecting fair and equitable market conditions for this private placement.

What subscription commitments do Braskem (BAK) and other debenture holders have?

Braskem, Petrobras and Ultrapar must subscribe for and fully pay all first-series debentures in proportion to their RPR ownership and do so by March 25, 2026. Minority shareholders may subscribe to second-series debentures; unsubscribed second-series debentures will be canceled.

How was the RPR related-party debenture transaction approved within Braskem (BAK)?

The decision to participate in the RPR debenture issuance was approved by Braskem’s board of directors. Discussions among debenture holders addressed commitments, payment schedules and interest, aiming to maintain conditions consistent with market practices despite being a private placement.