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
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September, 2025
Commission
File Number 001-15106
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
20241-030 - 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 of Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
PETROBRAS
ANNOUNCES OFFERING OF U.S. DOLLAR-DENOMINATED GLOBAL NOTES
RIO DE
JANEIRO, BRAZIL – SEPTEMBER 3, 2025 – Petróleo Brasileiro S.A. – Petrobras (“Petrobras”)
(NYSE: PBR) announces that its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), has commenced an offering
of two new series of U.S. dollar-denominated global notes in the international capital markets (the “Notes”), subject
to market and other conditions. The Notes will be unsecured obligations of PGF and will be fully, unconditionally and irrevocably guaranteed
by Petrobras.
PGF intends
to use the net proceeds from the sale of the Notes for general corporate purposes.
PGF has engaged
BBVA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Santander US Capital
Markets LLC and UBS Investment Bank to act as joint bookrunners with respect to the offering of the Notes.
This announcement
is for informational purposes only, and does not constitute or form part of any offer or invitation to sell or a solicitation of an offer
to purchase any securities.
There
shall be no sale of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. PGF and Petrobras have filed a registration
statement, including a prospectus with the U.S. Securities and Exchange Commission (“SEC”). Before you invest,
you should read the prospectus and preliminary prospectus supplement and other documents PGF and Petrobras have filed with the SEC
for more complete information about the companies and the offering of the Notes. When available, you may access these documents for
free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, a copy of the prospectus and preliminary prospectus
supplement may be obtained by contacting BBVA Securities Inc. at +1 (212) 728-2300, Citigroup Global Markets Inc. toll-free at +1
(800) 831-9146, Deutsche Bank Securities Inc. toll-free (U.S. only) at +1 (800) 503-4611, Itau BBA USA Securities, Inc. collect at
+1 (212) 710-6749 or toll-free (U.S. only) at +1 (888) 770-4828, Santander US Capital Markets LLC toll-free (U.S. only) at +1 (855)
403-3636, and UBS Investment Bank toll-free (U.S. only) at +1 (833) 481-0269.
The Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and the expression “offer”
includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe the Notes. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available
to retail investors in the EEA has been prepared and the Notes will not be offered or sold or otherwise made available to any retail
investor in the EEA.
Each person
in a Member State of the EEA who acquires any Notes under, the offers to the public contemplated in the Note offering, or to whom the
Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each underwriter
and PGF that it and any person on whose behalf it acquires Notes is: (1) a “qualified investor” within the meaning of the
Prospectus Regulation; and (2) not a “retail investor” (as defined above).
The Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom (the “United Kingdom” or the “UK”). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under
the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a “qualified
investor” as defined in Article 2 of the Prospectus Regulation as it forms part of the domestic law by virtue of the EUWA (the
“UK Prospectus Regulation”). No key information document required by the PRIIPs Regulation as it forms part of domestic law
by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and the Notes will not be offered or sold or otherwise made available to any retail investor
in the UK.
Each person
in the UK who acquires any Notes under, the offers to the public contemplated in the Notes offering, or to whom the Notes are otherwise
made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each underwriter and PGF that it and
any person on whose behalf it acquires Notes is: (1) a "qualified investor" within the meaning of the UK Prospectus Regulation;
and (2) not a "retail investor" (as defined above).
The communication
of this announcement and any other documents or materials relating to the Notes offering is not being made and such documents and/or
materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000.
This announcement and any other documents related to the Notes offering are for distribution only to persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue,
or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred
to as “relevant persons”). This announcement and any other documents related to the Notes offering are directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this press release and any other documents related to the Notes offering are available only to relevant persons and will be engaged in
only with relevant persons.
Forward-Looking
Statements
This announcement
contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future
events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated
or as to the ultimate terms of any such transactions. Petrobras undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events or for any other reason.
SIGNATURE
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.
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PETRÓLEO BRASILEIRO S.A--PETROBRAS |
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By: |
/s/ Andre Gameiro Rua |
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Name: Andre Gameiro Rua |
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Title:
Attorney-in-fact |
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By: |
/s/ Lucas Tavares de Mello |
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Name: Lucas Tavares de Mello |
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Title:
Attorney-in-fact |
Date: September
3, 2025
