Braskem Sa SEC Filings

Braskem S.A. filed a Form 6-K updating its bylaws to refine corporate governance and decision-making rules. The changes include a detailed list of corporate objectives, new procedures for electing the Board of Directors via slates at shareholder meetings, and updated approval thresholds in Article 27 adjusted by IPCA, with the Board authorized to decide annually on maintaining or monetarily adjusting these thresholds.

The update also removes from the Board of Directors the duty to select and replace independent auditors of the Company’s subsidiaries. The bylaws reaffirm a Board composed of 11 members with at least 20% independent directors, and a permanent five-member Compliance and Audit Committee linked to the Board. Preferred shares keep a minimum, non-cumulative 6% dividend on unit value and shareholders retain a mandatory dividend of 25% of net income under the stated priority and allocation rules.

Braskem S.A. filed a Form 6-K furnishing the detailed final voting map from its Extraordinary General Meeting held on November 13, 2025. The disclosure consolidates voting instructions from remote ballots and in-person votes, listing the first five digits of each shareholder’s taxpayer ID (CPF/CNPJ), their vote on each agenda item, and their shareholding position, as presented in Exhibit I.

The agenda covered governance matters: (1) replacement of one effective Board member appointed by Novonor S.A. – Under Judicial Reorganization and NSP Investimentos S.A. – Under Judicial Reorganization to complete the term until the Annual General Meeting addressing the fiscal year ending December 31, 2025; (2) amendment to Article 2 of the Bylaws to align the corporate purpose with current activities; (3) inclusion of provisions detailing rules and procedures for electing the Board of Directors; (4) amendment to Article 26 to update approval thresholds, authorize the Board to decide on maintenance or monetary adjustment of such thresholds, and remove from the Board the responsibility for selecting and replacing independent auditors of subsidiaries; and (5) consolidation and renumbering of the Bylaws.

Braskem S.A. filed a Form 6‑K furnishing the final synthetic voting map from its Extraordinary General Meeting held on November 13, 2025. Shareholders approved all items, including the replacement of one Board member appointed by Novonor S.A. and NSP Investimentos S.A., to serve until the Annual General Meeting that will resolve the 2025 financial statements.

Governance changes to the Bylaws were also approved: an update to article 2 to align the corporate purpose with current activities; the inclusion of detailed rules for electing the Board of Directors; and an amendment to article 26 to update Board approval thresholds, authorize the Board to maintain or adjust those thresholds, and remove from the Board the responsibility to select and replace independent auditors of subsidiaries. A consolidation of the Bylaws reflecting these changes was approved. Approval levels ranged from 78.1%–80.2% of share capital, including 97.9% of the total number of ordinary shares and 52.3%–57.1% of the total number of preference shares.

Braskem S.A. filed a Form 6-K reporting decisions from its Extraordinary General Meeting. Shareholders approved the replacement of a board member, bylaw updates to clarify the corporate purpose, new rules for electing directors via a slate system, inflation-linked approval thresholds for the Board, and consolidation of the bylaws.

Lucas Cive Barbosa was elected to the Board to replace Roberto Faldini, serving until the Annual General Meeting that will consider the financial statements for the year ending December 31, 2025. Attendance reached 97.91% of common shares and 75.77% of preferred shares.

Key thresholds now explicitly listed include: Board approval for investments above R$240,000,000.00; service and asset acquisitions above R$480,000,000.00 annually; encumbrances above R$350,000,000.00 or certain percentages of non-current assets; related-party transactions above R$30,000,000.00 per operation or R$90,000,000.00 per year; and raw material purchases above US$350,000,000.00 annually. The Board may assess annual updates to these limits based on IPCA or a recognized inflation index, and auditor selection for subsidiaries moves to the Executive Board.

Braskem S.A. furnished a consolidated summary of remote voting instructions for its Extraordinary General Meeting to be held on November 13, 2025. The statement aggregates instructions received via the stock transfer agent, the B3 central depositary, and directly by the company.

Key items and indicated vote counts included: replacement of one Board member appointed by Novonor/NSP Investimentos, with Approve 27,975,249; Reject 15,201,798; Abstain 44,142. An amendment to article 2 (corporate purpose wording) showed Approve 43,157,938; Reject 43,373; Abstain 19,878. Inclusion of Board election rules had Approve 27,770,686; Reject 15,439,516; Abstain 10,987. Updating article 26 (approval thresholds, authorization to adjust thresholds, and removing auditor selection for subsidiaries from the Board) showed Approve 43,007,735; Reject 179,098; Abstain 34,356. Consolidation of the Bylaws due to these amendments indicated Approve 43,147,187; Reject 54,372; Abstain 19,630.

Braskem S.A. filed a Form 6-K addressing media reports about a potential change of control. The company stated it is not responsible for, nor does it conduct, any negotiations by its shareholder Novonor regarding a possible sale of the controlling stake. Braskem said it is not aware of the information reported and sought clarification from its controlling shareholder.

Novonor informed that, as of November 11, 2025, there have been no material or binding developments in discussions involving its indirect stake in Braskem. Novonor added that any material developments will be promptly communicated to Braskem so the company can take usual measures.

Braskem (BAK) reported Q3 2025 results showing recurring EBITDA of US$150 million, up 104% versus Q2 but below last year as the petrochemical downcycle persisted. Utilization was mixed: Brazil 65%, U.S. & Europe 79%, Mexico 47%, and Green Ethylene 40%. Cash stood at ~US$1.3 billion, and total liquidity was ~US$2.3 billion including a stand-by facility maturing in Dec/26. The company cited higher value‑added sales in Brazil, lower inventory effects in the U.S., and resilience actions to reduce fixed costs.

Debt indicators reflected a stressed cycle: gross debt was US$8.4 billion, adjusted net debt US$7.2 billion, corporate leverage 14.76x, and weighted average cost 6.29%; Fitch rated CCC+ and S&P CCC‑ (Negative) as of Sep/25. Braskem progressed on the Alagoas program, with total provisions of R$18.1 billion and an estimated balance of ~R$3.8 billion at Sep/25, and reported 99.9% of resident relocations completed. In Mexico, the first general maintenance shutdown was completed (investment ~US$75 million) and TQPM ethane supply began (~11.3 kbpd in Sep/25). The Board approved “Transforma Rio,” adding 220 kton/year of ethylene (and equivalent PE) with estimated investment ~R$4.2 billion, targeted for completion by end‑2028, subject to financing and program incentives.

Braskem S.A. (BAK) reported 3Q25 results with consolidated recurring EBITDA of US$150 million (R$818 million), up 104% from 2Q25, amid weak global petrochemical spreads. The Brazil/South America segment delivered US$205 million recurring EBITDA (up 35% q/q), while the United States and Europe posted US$(15) million and Mexico US$(37) million.

The company recorded a net loss of US$1 million in the quarter and YTD net profit of US$66 million. Corporate gross debt was ~US$8.4 billion with an average term of 9 years; cash, excluding Braskem Idesa, was US$1.3 billion, plus a US$1.0 billion revolving line drawn in October. Adjusted net debt ended at US$7.1 billion.

Braskem advanced liability management related to Alagoas: provision balance fell to R$3.8 billion, and a R$1.2 billion State Agreement provides state-level discharge, subject to judicial ratification. The board approved the Transforma Rio project, an estimated R$4.2 billion expansion of ethylene and PE capacity in Rio de Janeiro. During the quarter, ratings moved to the ‘CCC’ range at Fitch and S&P. Sector measures in Brazil included provisional anti-dumping duties on PE imports and maintenance of a 20% import tax on PVC, PE and PP.

Braskem S.A. filed a Form 6‑K furnishing its 3Q25 interim results. Consolidated net revenue was R$17,299 million, down from R$21,264 million in 3Q24, and R$54,616 million for the nine months versus R$58,259 million a year earlier. The quarter showed a consolidated net loss of R$174 million, while year‑to‑date net income was R$68 million, including R$405 million attributable to shareholders.

Cash and cash equivalents were R$6,663 million, down from R$14,986 million at year‑end. Consolidated borrowings and debentures totaled R$44,720 million, and Braskem Idesa borrowings were R$13,507 million. Working capital was positive at R$3,921 million, and shareholders’ equity remained negative at R$(3,173) million. The company recognized R$784 million of impairments and write‑offs tied to the Alagoas industrial transformation.

Management noted September credit rating revisions to CCC+ and CCC‑ with a negative outlook and, in October, a draw of US$1.0 billion from a stand‑by credit facility. Sector measures included provisional anti‑dumping duties on polyethylene and maintenance of a 20% import tax for key resins. Braskem approved an expansion of ethane capacity in Rio de Janeiro, targeting an additional 220,000 tons per year of ethylene by end‑2028, subject to obtaining additional financing.