Petrobras (PBR) tracks Novonor–FIDC talks on potential Braskem deal

Rhea-AI Filing Summary

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.

UNITED STATES

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 Number 1-15106

PETRÓLEO BRASILEIRO S.A. – PETROBRAS

(Exact name of registrant as specified in its charter)

Brazilian Petroleum Corporation – PETROBRAS

(Translation of Registrant's name into English)

Avenida Henrique Valadares, 28 – 9th floor 
20231-030 – Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive office)

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 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____

 

Petrobras informs about Braskem
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Rio de Janeiro, December 15, 2025 – Petróleo Brasileiro S.A. - Petrobras informs that it has been notified by Novonor S.A. – Em Recuperação Judicial (“Novonor”) and NSP Investimentos S.A. (“NSP Inv.”), a subsidiary of Novonor, regarding the execution of an “Exclusivity Agreement with Shine I Fundo de Investimento em Direitos Creditórios de Responsabilidade Limitada (‘FIDC’), a credit rights investment fund managed by Vórtx Capital Gestora de Recursos Ltda. and advised by IG4 Sol. Ltda., granting FIDC a period of 60 (sixty) days to conclude the negotiation of a potential transaction with Novonor involving (i) shares issued by Braskem S.A. (‘Braskem’) held by NSP Inv. and (ii) the credits held by certain financial institutions against the Novonor group, which are guaranteed by the aforementioned shares of Braskem (‘Credits’ and ‘Creditors’, respectively), in a structure to be negotiated and defined in good faith between the respective parties involved (‘Potential Transaction’)”.

According to the rules set forth in Braskem's current shareholders' agreement, Petrobras has preemptive and tag-along rights, applicable in certain cases involving the transfer of shares held by NSP Inv. in Braskem. Petrobras will follow the developments of the reported event and analyze the terms and conditions of this Potential Transaction in order to decide, if applicable and at the appropriate time, whether or not to exercise these rights provided for in the shareholders' agreement.

The company also informs that it has been evaluating the signing of a new shareholders' agreement with the parties involved, considering the ongoing negotiations between Novonor and FIDC.

Petrobras reiterates that any final decision will follow the company's governance practices, applicable internal procedures, and approvals from regulatory agencies, and will be promptly disclosed to the market.

www.petrobras.com.br/ir

For more information:

PETRÓLEO BRASILEIRO S.A. – PETROBRAS | Investor Relations

Email: petroinvest@petrobras.com.br/acionistas@petrobras.com.br

Av. Henrique Valadares, 28 – 9th floor – 20231-030 – Rio de Janeiro, RJ.

Tel.: 55 (21) 3224-1510/9947

This document may contain forecasts within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Trading Act of 1934, as amended (Trading Act) that reflect the expectations of the Company's officers. The terms: "anticipates", "believes", "expects", "predicts", "intends", "plans", "projects", "aims", "should," and similar terms, aim to identify such forecasts, which evidently involve risks or uncertainties, predicted or not by the Company. Therefore, future results of the Company's operations may differ from current expectations, and the reader should not rely solely on the information included herein.

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 15, 2025

PETRÓLEO BRASILEIRO S.A–PETROBRAS

By: /s/ Fernando Sabbi Melgarejo

______________________________

Fernando Sabbi Melgarejo

Chief Financial Officer and Investor Relations Officer

FAQ

What did Petrobras (PBR) disclose about Braskem in this update?

Petrobras disclosed that Novonor and its subsidiary NSP Investimentos informed it of an exclusivity agreement with Shine I FIDC. This agreement grants Shine I FIDC a 60-day window 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 shares.

Who are Novonor, NSP Investimentos and Shine I FIDC in Petrobras’ Braskem notice for PBR?

Novonor S.A. is a shareholder in Braskem, and NSP Investimentos S.A. is its subsidiary that holds Braskem shares. Shine I FIDC is a credit rights investment fund managed by Vórtx Capital and advised by IG4. Novonor and NSP Investimentos signed an exclusivity agreement with Shine I FIDC regarding a potential transaction involving Braskem shares and related creditor claims.

What rights does Petrobras (PBR) have regarding Braskem shares in this situation?

According to Braskem’s current shareholders’ agreement, Petrobras has preemptive and tag-along rights that apply in certain situations involving the transfer of Braskem shares held by NSP Investimentos. Petrobras can use these rights to participate in or follow specific share transfers if the conditions in the agreement are met.

What is the 60-day exclusivity period mentioned by Petrobras about Braskem?

The exclusivity agreement grants Shine I FIDC a 60-day period to negotiate a potential transaction with Novonor. During this time, the parties intend to define, in good faith, the structure for dealing with Braskem shares held by NSP Investimentos and the creditor claims guaranteed by those shares.

Has Petrobras (PBR) decided to participate in the potential Braskem transaction?

No final decision has been taken. Petrobras states it will follow the developments and analyze the terms and conditions of any potential transaction before deciding, at the appropriate time and if applicable, whether to exercise its preemptive or tag-along rights under the shareholders’ agreement.

Is Petrobras considering changes to the Braskem shareholders’ agreement?

Yes. Petrobras informs that it has been evaluating the signing of a new shareholders’ agreement with the parties involved, in light of the ongoing negotiations between Novonor and Shine I FIDC related to Braskem.

How will Petrobras (PBR) make and communicate decisions about Braskem?

Petrobras reiterates that any final decision will follow its governance practices, applicable internal procedures and required approvals from regulatory agencies. It also states that any such decision will be promptly disclosed to the market.