Braskem (NYSE: BAK) details Petrobras update on potential deal talks
Rhea-AI Filing Summary
Braskem S.A. reports that shareholder Petróleo Brasileiro S.A. – Petrobras has updated it on negotiations involving Braskem’s ownership structure. According to Petrobras, the fund Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC) has submitted a potential transaction involving Braskem to Brazil’s antitrust authority, CADE, with Petrobras acting as a consenting intervenor, based on the terms of a possible new shareholders’ agreement that still requires internal Petrobras approvals.
Petrobras states that any commitment to a new Braskem shareholders’ agreement will depend on the final terms of the potential transaction, analysis of its pre-emptive and tag-along rights under the current agreement, and completion of internal and regulatory approvals. Petrobras emphasizes that it will continue to monitor the negotiations and may choose either to exercise its rights under the current agreement or to enter into a new agreement, and that any final decisions will follow governance practices and be disclosed to the market. Braskem plans to keep investors informed of any material developments.
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Insights
Braskem flags a potential change in its shareholder arrangements involving Petrobras and a Brazilian credit fund.
The disclosure centers on talks involving Braskem, its key shareholder Petrobras, and the fund Shine I FIDC. Shine I FIDC has submitted a potential transaction to Brazil’s antitrust authority, CADE, and Petrobras is participating as a consenting intervenor tied to a possible new shareholders’ agreement. This signals that Braskem’s shareholder governance structure could change, depending on how negotiations evolve.
Petrobras makes clear that any commitment to a new shareholders’ agreement depends on final transaction terms, its pre-emptive and tag-along rights under the current agreement, and internal and regulatory approvals. It also reserves the option to either exercise rights under the existing agreement or sign a new one. Future company communications may clarify whether these talks lead to changes in control dynamics, voting arrangements, or governance practices once approvals and decisions are reached.
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 December, 2025
(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 has received, on this date, correspondence from the shareholder Petróleo Brasileiro S.A. – Petrobras regarding the update of negotiations related to the Company as detailed below:
“ Dear Sirs,
In light of the progress of negotiations related to Braskem and aiming to expedite the necessary authorization processes, Petrobras informs that the Shine I Fundo De Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC) submitted the potential transaction today to the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE), with Petrobras acting as a consenting intervenor in the process, considering the terms of a potential new Shareholders' Agreement, which are still subject to approval by Petrobras’ deliberative bodies.
It is worth noting that Petrobras’ commitment to the possible new Braskem Shareholders' Agreement depends on the conclusion of the final terms of the potential transaction, the analysis of its pre-emptive and tag-along rights according to the current agreement, as well as the necessary internal approval.
The progress of the negotiations does not affect Petrobras' rights, which will continue monitoring and evaluating the effects of the potential transaction in order to decide, if applicable and at the appropriate time, whether to exercise its rights under the current Shareholders' Agreement or to enter into a new agreement, when appropriate.
Petrobras reinforces that any final decision will follow governance practices, applicable internal procedures, and any necessary approvals from regulatory bodies, and will be timely noticed to the market.”
Braskem will keep the market informed of any material developments on this matter, in compliance with applicable laws.
1
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, December 23 2025.
Felipe Montoro Jens
Chief Financial and Investor Relations Officer
Braskem S.A.
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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: December 23, 2025
| 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 S.A. (BAK) disclose in this material fact?
Braskem disclosed that shareholder Petrobras informed it about progress in negotiations involving Braskem, including a potential transaction submitted by Shine I FIDC to Brazil’s antitrust authority CADE, with Petrobras acting as a consenting intervenor and considering a possible new shareholders’ agreement.
Who are the main parties involved in the potential Braskem transaction mentioned by Petrobras?
The main parties referenced are Braskem S.A., its shareholder Petróleo Brasileiro S.A. – Petrobras, and the fund Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC), which submitted the potential transaction to CADE.
What conditions did Petrobras outline for entering into a new Braskem shareholders’ agreement?
Petrobras stated that any commitment to a new Braskem shareholders’ agreement depends on the conclusion of the final terms of the potential transaction, analysis of its pre-emptive and tag-along rights under the current agreement, and obtaining the necessary internal and regulatory approvals.
Does this negotiation affect Petrobras’ existing rights in Braskem?
Petrobras indicated that the progress of negotiations does not affect its existing rights under the current shareholders’ agreement. It will continue monitoring and evaluating the potential transaction to decide whether to exercise its rights under the current agreement or enter into a new agreement.
How will Braskem keep investors informed about these negotiations?
Braskem stated that it will keep the market informed of any material developments related to the potential transaction and shareholders’ agreement changes, in line with applicable laws and disclosure obligations.
What governance and regulatory steps did Petrobras highlight for any final decision involving Braskem?
Petrobras emphasized that any final decision will follow its governance practices, comply with internal procedures, and obtain any necessary approvals from regulatory bodies, and that decisions will be disclosed to the market in a timely manner.
Does this Braskem communication involve an offer of securities in Brazil?
No. The forward-looking statement disclaimer clarifies that this does not constitute an offer of securities in Brazil. Any public securities offer in Brazil would require registration or an exemption and a prospectus with detailed information.
