PETROBRAS - PETROLEO BRASILEIRO SA (PBR.A) SEC Filings, Nov-Dec 2025

Petróleo Brasileiro S.A. – Petrobras reports progress in negotiations involving its interest in Braskem. Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (FIDC) has submitted a potential Braskem-related transaction to Brazil’s antitrust authority, CADE, with Petrobras participating as an intervening consenting party in view of a possible new shareholders’ agreement.

Petrobras explains that joining any new Braskem shareholders’ agreement will depend on final transaction terms, an assessment of its preemptive and tag-along rights under the current agreement, and internal corporate approvals. The company states that the ongoing negotiations do not affect its existing rights and that it is still evaluating whether to exercise rights under the current agreement or enter a new one. Petrobras reiterates that any final decision will follow governance standards, internal procedures and required regulatory approvals, and will be promptly communicated to the market.

Petróleo Brasileiro S.A. – Petrobras reported that it has signed new long-term commercial contracts with Braskem S.A., taking into account the upcoming expiration of existing agreements between the companies. These contracts govern specific commercial relationships, although detailed financial terms and volumes are not described in the excerpt. The company classifies the execution of these contracts as a Related Party Transaction (RPT), stating that they follow strictly commutative conditions and comply with market terms to support transparency and fairness. The arrangements were reviewed by Petrobras’ Statutory Audit Committee, indicating internal oversight of the transaction’s conditions and alignment with the interests of the companies.

Petróleo Brasileiro S.A. – Petrobras announced a strategic move into Brazil’s onshore renewable energy market by agreeing to acquire 49.99% of Lightsource bp’s subsidiaries in Brazil and form a joint venture with shared management. The partnership will focus on developing profitable renewable projects and raising both companies’ profile among leading players in Brazil’s renewable energy sector.

Lightsource bp will contribute a project pipeline of 1–1.5 GW in more advanced development stages, additional early-stage projects, and the Milagres solar park in Ceará, which has operated since 2023 with 212 MWp of installed capacity. Petrobras describes this as a significant step into solar power generation that supports portfolio diversification and its Business Plan 2026-2030, while noting that the transaction value is not currently materially significant for the company and closing remains subject to regulatory approvals.

Petróleo Brasileiro S.A. – Petrobras reports that it has been notified by Novonor S.A. and its subsidiary NSP Investimentos S.A. about an exclusivity agreement signed with Shine I FIDC, a credit rights investment fund managed by Vórtx Capital and advised by IG4. The agreement grants Shine I FIDC a 60-day period to negotiate a potential transaction involving Braskem S.A. shares held by NSP Investimentos and certain creditor claims against the Novonor group that are guaranteed by those Braskem shares.

Under Braskem’s current shareholders’ agreement, Petrobras holds preemptive and tag-along rights in certain cases where NSP Investimentos transfers its Braskem shares. Petrobras states it will follow developments and analyze the terms of any potential transaction before deciding whether to exercise these rights. The company is also evaluating a new shareholders’ agreement with the parties involved and emphasizes that any final decision will follow its governance practices, internal procedures, required regulatory approvals, and will be promptly disclosed.

Petróleo Brasileiro S.A. – Petrobras detailed how it will distribute previously approved shareholder remuneration related to 3Q25. The total payout remains R$ 12.16 billion, equivalent to R$ 0.94320755 per common and preferred share, as approved by the Board of Directors on November 6, 2025.

The Executive Board set the payment schedule and confirmed that each installment will be updated by the variation of the Brazilian Selic interest rate from December 31, 2025 until the respective payment dates. Amounts paid as interest on equity will have income tax withheld according to current legislation.

These payments will be included in the overall proposal for shareholder remuneration for the 2025 fiscal year, to be voted on at the 2026 Annual General Meeting. Petrobras notes that all other terms remain as described in the November 6, 2025 material fact.

Petróleo Brasileiro S.A. – Petrobras reports that it acquired the Union’s interests in the Mero and Atapu pre-salt oil reservoirs at PPSA’s Non-Contracted Areas Auction. Petrobras, with an 80% share in a consortium with Shell Brasil (20%), bought the Union’s 3.500% interest in the Mero production sharing agreement for R$ 7,791,844,310.00, raising its stake in the Mero shared reservoir from 38.60% to 41.40%. In a separate consortium where Petrobras holds 73.24% and Shell 26.76%, the companies acquired the Union’s 0.950% interest in the Atapu production sharing agreement for R$ 1,001,456,652.00, increasing Petrobras’ stake in Atapu from 65.687% to 66.38%.

The amount to be paid by Petrobras in December 2025 is R$ 6.97 billion, with contracts expected to be signed by March 2026. The company states that this disbursement was already planned and that, although the acquired volumes were not forecast, they fall within the ±4% margin of the production curve projection in its 2026–30 Business Plan, which focuses on replacing oil and gas reserves with economic and environmental resilience.

GQG Partners LLC has disclosed a sizable passive stake in PETROLEO BRASILEIRO S.A. PETROBRAS through American Depositary Shares (ADS). As of the event date, GQG reports beneficial ownership of 144,189,496 ADSs, representing 3.88% of the class. It has sole power to vote 131,578,212 ADSs and sole power to dispose of 144,189,496 ADSs, with no shared voting or dispositive power.

GQG files as an investment adviser organized in Delaware and certifies that the ADSs were acquired and are held in the ordinary course of business. It also states they were not acquired and are not held to change or influence control of Petrobras, indicating a passive investment stance. The filing is an amendment to a prior Schedule 13G, updating GQG’s current ownership position.

Petróleo Brasileiro S.A. – Petrobras reports that Brazil’s oil regulator ANP approved an addendum to the Production Individualization Agreement for the Tupi Shared Reservoir in the Santos Basin, effective December 1, 2025. Following this first redetermination of reservoir volumes, Petrobras’ participation in Tupi increases slightly from 67.216% to 67.457%, while the stakes of Shell Brasil, Petrogal Brasil and PPSA are adjusted downward or upward accordingly.

The parties must carry out financial compensation for past expenses and revenues related to volumes produced up to the addendum’s effective date, under existing equalization agreements. The amount to be received by Petrobras will be recorded in its 4Q25 financial statements, with related cash inflows expected in 1Q26. The Tupi agreement does not cover the Iracema reservoir, which keeps its existing consortium participation structure.

Petrobras filed a strategic update outlining its 2026–2030 business plan, focused on growing oil and gas while accelerating low‑carbon investments and maintaining financial discipline. The company targets a Brent breakeven of US$59/bbl in 2026 through operating cost cuts and project optimization, with an investment portfolio of up to US$109 billion, including an implementation target of US$91 billion. Oil production is projected around 2.4 million bpd in 2025 and 2.7 million bpd by 2028, led by pre‑salt fields such as Búzios, Mero and Tupi.

The plan balances large upstream projects with refining expansions, logistics, fertilizers and a growing allocation to low‑carbon businesses like bioproducts, biomethane, ethanol, SAF and renewables. Petrobras reiterates a gross debt convergence target of US$65 billion and aims to preserve its dividend policy while funding capex from projected operating cash flow. ESG goals include net zero by 2050, near‑zero methane by 2030, sizable cuts in water use and waste, and biodiversity gains, supported by stronger governance and incentive structures tied to cash generation, safety and emissions.