Petrobras receives R$1.65B Spia, Atapu earnout

Petróleo Brasileiro S.A. – Petrobras reports receiving an earnout payment of R$ 1.65 billion from partners in the Sépia and Atapu offshore fields, linked to fiscal year 2025.

Accepted by SEC EDGAR 02/06/2026 - 07:03 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Petróleo Brasileiro S.A. – Petrobras reports receiving an earnout payment of R$ 1.65 billion from partners in the Sépia and Atapu offshore fields, linked to fiscal year 2025.

The payment comes from TotalEnergies, PETRONAS and QatarEnergy in Sépia, and Shell and TotalEnergies in Atapu, each holding specific participation percentages. These earnout amounts were defined by Brazil’s Ministry of Mines and Energy and a 2021 bidding round, and are payable between 2022 and 2032 when the Brent oil price averages between US$ 40 and US$ 70 per barrel in a given year.

FAQ

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What did Petrobras (PBR) report in its February 2026 Form 6-K?

Petrobras reported receiving an earnout payment of R$ 1.65 billion related to the Sépia and Atapu oil fields. The payment reflects additional compensation for fiscal year 2025 under a production-sharing arrangement tied to Brent crude oil price thresholds between US$ 40 and US$ 70 per barrel.

How much earnout did Petrobras (PBR) receive from Spia and Atapu partners?

Petrobras received a total earnout of R$ 1.65 billion from partners in the Spia and Atapu fields. This amount represents additional compensation for 2025, defined in the 2nd Bidding Round for Transfer of Rights Surplus under Brazil’s production-sharing regime, payable when Brent oil meets specified price criteria.

Which partners paid the R$ 1.65 billion earnout to Petrobras (PBR)?

The earnout was paid by TotalEnergies, PETRONAS and QatarEnergy in the Spia field, and Shell plus TotalEnergies in the Atapu field. Each partner holds defined participation stakes, including 28% for TotalEnergies in Spia and 25% for Shell in Atapu, among others.

Over what period can Petrobras (PBR) receive Spia and Atapu earnout payments?

Earnout amounts for Spia and Atapu are payable between 2022 and 2032 when conditions are met. They become due from the last business day of January following any year in which Brent crude’s annual average price is above US$ 40 per barrel, capped at US$ 70 per barrel.

What triggers the Spia and Atapu earnout payments Petrobras (PBR) receives?

Earnout payments are triggered when Brent crude oil’s annual average price exceeds US$ 40 per barrel, up to US$ 70 per barrel. When this condition is met for a given year, the related earnout becomes payable from the last business day of January in the following year within 2022–2032.

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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 February, 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 announces receipt of earnout payment related to Sépia and Atapu

—

Rio de Janeiro, February 6, 2026 –Petróleo Brasileiro S.A. – Petrobras announces that it has received R$ 1.65 billion from its partners in the Sépia and Atapu fields: TotalEnergies EP Brasil Ltda (28%), PETRONAS Petróleo Brasil Ltda (21%), and QatarEnergy Brasil Ltda (21%) in Sépia; and Shell Brasil Petróleo Ltda (25%) and TotalEnergies EP Brasil Ltda (22.5%) in Atapu.

This payment relates to the additional earnout compensation for fiscal year 2025. Pursuant to Ordinance No. 08 of April 19, 2021, issued by the Ministry of Mines and Energy (MME), and the tender protocol of the 2nd Bidding Round for the Transfer of Rights Surplus under the Production Sharing regime, held on December 17, 2021, earnout amounts were defined for the Sépia and Atapu fields. These amounts are due between 2022 and 2032, and become payable as of the last business day of January of the year following the year in which the Brent crude oil price reaches an annual average above US$ 40/bbl, capped at US$ 70/bbl.

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: February 6, 2026

PETRÓLEO BRASILEIRO S.A–PETROBRAS

By: /s/ Fernando Sabbi Melgarejo

______________________________

Fernando Sabbi Melgarejo

Chief Financial Officer and Investor Relations Officer