Petrobras (NYSE: PBR) signs new Braskem deal, shifts to joint control

Rhea-AI Filing Summary

Petróleo Brasileiro S.A. – Petrobras reports that it has chosen not to exercise the preemptive and tag-along rights it held under the existing Braskem shareholders’ agreement with Novonor. Instead, Petrobras has signed a new Braskem shareholders’ agreement with FIP Shine I.

The new agreement is designed to enhance governance and create joint control of Braskem between Petrobras and FIP, requiring consensus on all Board of Directors and General Meeting resolutions and allowing each party to appoint an equal number of directors and executive officers. The agreement will become effective once Braskem implements the necessary measures and the transfer of shares to FIP is completed, and Petrobras and FIP will propose new Braskem bylaws under Braskem’s governance procedures. Petrobras states it maintains a 36.1% interest in Braskem’s total capital, representing 47% of the voting capital, and commits to disclose any material developments.

Insights

Equity governance and Latin America energy analyst

Petrobras shifts Braskem governance toward shared control with a new partner.

Petrobras is moving from enforcing legacy rights with Novonor to a fresh governance structure alongside FIP Shine I. The new Braskem shareholders’ agreement centers on joint control, consensus decision-making, and equal representation on the board and executive management.

This structure concentrates influence in two aligned parties while formalizing how key decisions are taken. Petrobras also keeps a sizeable position, with 36.1% of Braskem’s total capital and 47% of voting capital, so its interests remain closely tied to Braskem’s performance.

Implementation still depends on the completion of the share transfer to FIP and Braskem’s internal governance procedures for adopting the agreement and proposed new bylaws. Subsequent company communications may clarify how the new arrangements affect Braskem’s strategic and capital decisions.

Key Figures

Month of report: April 2026 Announcement follow-up date: April 20, 2026 Braskem total capital interest: 36.1% +2 more

5 metrics

Month of report April 2026 Form 6-K reporting period

Announcement follow-up date April 20, 2026 Earlier announcement referenced in the notice

Braskem total capital interest 36.1% Petrobras’s interest in Braskem’s total capital

Braskem voting capital interest 47% Petrobras’s interest in Braskem’s voting capital

Form 6-K signature date April 23, 2026 Date signed by Petrobras’s CFO and Investor Relations Officer

Key Terms

Shareholders’ Agreement, Preemptive and Tag Along Rights, joint control, Bylaws, +2 more

6 terms

Shareholders’ Agreement financial

"Petrobras also informs that it has signed a new Braskem Shareholders’ Agreement"

A shareholders’ agreement is a private contract among a company’s owners that sets out their rights, responsibilities and how key decisions will be made—think of it as the house rules for people who own slices of the same business. It matters to investors because it controls voting rights, limits how shares can be sold or passed on, and lays out what happens in disagreements, so it affects control, liquidity and the value of an investment.

Preemptive and Tag Along Rights financial

"decision not to exercise the Preemptive and Tag Along Rights provided for in the current Braskem"

joint control financial

"to enhance governance and establish joint control between Petrobras and FIP at Braskem"

Bylaws financial

"will submit the proposal for a new Bylaws for Braskem"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

foreign private issuer regulatory

"Report of Foreign Private Issuer Pursuant to Rule 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

forward-looking statements regulatory

"This document may contain forecasts within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What did Petrobras announce about its rights in Braskem (PBR)?

Petrobras announced it will not exercise its preemptive and tag-along rights under the current Braskem shareholders’ agreement with Novonor. Instead, it chose to enter a new shareholders’ agreement alongside FIP Shine I, shifting how its influence at Braskem is structured.

What is the new Braskem shareholders’ agreement signed by Petrobras (PBR)?

The new shareholders’ agreement is between Petrobras and FIP Shine I and establishes joint control of Braskem. It requires consensus on all Board and General Meeting resolutions and allows each party to appoint an equal number of board members and executive officers at Braskem.

When will the new Petrobras–FIP shareholders’ agreement over Braskem become effective?

The agreement becomes effective after Braskem adopts appropriate measures and once the transfer of shares to FIP is completed. Until those steps occur, the new governance and joint-control arrangements described in the agreement will not yet be in force at Braskem.

Will Petrobras (PBR) propose changes to Braskem’s bylaws under this agreement?

Yes. Petrobras and FIP plan to submit a proposal for new Braskem bylaws, in line with the new shareholders’ agreement. The effectiveness of these bylaws will follow Braskem’s existing governance procedures, including the required internal corporate approvals and processes.

What is Petrobras’s current ownership stake in Braskem?

Petrobras states it holds a 36.1% interest in Braskem’s total capital, representing 47% of the company’s voting capital. This means Petrobras remains a major shareholder with significant voting influence, even as governance arrangements shift toward joint control with FIP Shine I.

How does the new agreement affect Braskem’s board and management structure?

Under the new agreement, Petrobras and FIP each gain the right to appoint an equal number of members to Braskem’s Board of Directors and Executive Board. In addition, all resolutions of the Board and General Meeting must be approved by consensus between the two parties.

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 April, 2026

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 signs new Braskem Shareholders’ Agreement
—

Rio de Janeiro, April 23, 2026 – Petróleo Brasileiro S.A. - Petrobras, following up on the announcement of April 20, 2026, informs that it has sent a notification to Novonor S.A. – Em Recuperação Judicial (“Novonor”), formally stating its decision not to exercise the Preemptive and Tag Along Rights provided for in the current Braskem S.A. (“Braskem”) Shareholders’ Agreement.

Petrobras also informs that it has signed a new Braskem Shareholders’ Agreement with Shine I Fundo de Investimento em Participações Multiestratégia Responsabilidade Limitada (“FIP”) to enhance governance and establish joint control between Petrobras and FIP at Braskem, including the obligation to obtain consensus between the parties on all resolutions of the Board of Directors and the General Meeting, and the right of each party to appoint an equal number of members to the Board of Directors and the Executive Board.

The Shareholders’ Agreement will be submitted to Braskem for the adoption of appropriate measures and will become effective as soon as the transfer of shares to FIP is completed. In addition to this initiative, Petrobras and FIP, in accordance with the new agreement, will submit the proposal for a new Bylaws for Braskem, whose effectiveness will follow Braskem’s applicable governance procedures.

Petrobras maintains its 36.1% interest in Braskem’s total capital, representing 47% of the voting capital.

Any material developments 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: April 23, 2026

PETRÓLEO BRASILEIRO S.A–PETROBRAS

By: /s/ Fernando Sabbi Melgarejo

______________________________

Fernando Sabbi Melgarejo

Chief Financial Officer and Investor Relations Officer