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Petrobras (NYSE: PBR) CFO’s phantom pay rises with dividend

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PETROBRAS - PETROLEO BRASILEIRO SA (PBR) reported an update to Chief Financial Officer Fernando Sabbi Melgarejo’s deferred compensation under the Petrobras Performance Award Program. He now holds 148.1300 phantom shares referenced to PETR3 common shares, which are cash-settled upon vesting.

The filing notes these additional phantom shares were credited as a result of a Petrobras dividend with a record date of August 21, 2026, consistent with the plan’s rule that dividends and interest on equity proportionally increase phantom share balances. The phantom share reference price is disclosed as $9.3000 per PETR3 share, based on a BRL 47.99 closing price and a Central Bank of Brazil exchange rate of 5.1619 BRL per 1.00 USD.

Positive

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Insider Melgarejo Fernando Sabbi
Role Chief Financial Officer
Type Security Shares Price Value
holding Phantom Shares F1, F2, F3 -- -- --
Holdings After Transaction: Phantom Shares — 148.13 shares (Direct)
Footnotes (3)
  1. F1. Phantom shares are granted pursuant to the Petrobras Performance Award Program. The phantom shares are referenced to the PETR3 common share price and are settled in cash upon vesting. The deferred portion of the award vests in four equal annual instalments. Additional phantom shares are credited proportionally upon the payment of dividends or interest on equity by the company.
  2. F2. Closing price on August 21st, 2026, less the aggregate gross value of dividends with ex-dividend date on the same day. The price reported in column 2 is a convenience conversion of the 47.99 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 5.1619 BRL per 1.00 USD on August 21st, 2026.
  3. F3. Additional phantom shares credited as a result of dividend payment by Petrobras (record date of August 21st, 2026), as provided by Petrobras Performance Award Program's rules.
Phantom shares held 148.1300 phantom shares Total phantom shares following the reported transaction
Exercise/reference price $9.3000 per share Convenience conversion of PETR3 closing price for phantom shares
PETR3 closing price 47.99 BRL per share Closing price on August 21, 2026 used for the conversion
Exchange rate 5.1619 BRL per 1.00 USD Central Bank of Brazil rate on August 21, 2026 used for conversion
Record date for dividend August 21, 2026 Record date for dividend that generated additional phantom shares
Phantom shares financial
"Phantom shares are granted pursuant to the Petrobras Performance Award Program."
Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.
Petrobras Performance Award Program financial
"Phantom shares are granted pursuant to the Petrobras Performance Award Program."
interest on equity financial
"Additional phantom shares are credited proportionally upon the payment of dividends or interest on equity"
A payment a company makes to its shareholders that compensates them for the capital they provided, similar to how a lender receives interest on a loan. In some accounting or tax systems this payment is treated like interest rather than a regular dividend, which can change a company’s reported profit, cash flow and the taxable income of investors; that treatment affects shareholder returns and valuation.
record date financial
"Additional phantom shares credited as a result of dividend payment by Petrobras (record date of August 21st, 2026)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
ex-dividend date financial
"dividends with ex-dividend date on the same day."
The ex-dividend date is the date when a stock starts trading without the value of its next dividend payment included. If you buy the stock on or after this date, you won't receive that upcoming dividend; only those who owned the stock before this date are entitled to it. It matters to investors because it determines who is eligible to receive the dividend and can influence the stock’s price around that time.

FAQ

What insider position does the Form 4 report for PBR’s CFO?
The Form 4 reports that Petrobras CFO Fernando Sabbi Melgarejo holds 148.1300 phantom shares under the Petrobras Performance Award Program, referenced to PETR3 common shares and settled in cash upon vesting.

How were additional phantom shares credited to the PBR CFO on August 21, 2026?
Additional phantom shares were credited as a result of a Petrobras dividend with a record date of August 21, 2026, in line with the Petrobras Performance Award Program, which increases phantom share balances when dividends or interest on equity are paid.

What reference price is used for the Petrobras phantom shares held by the CFO?
The phantom shares use a reference price of $9.3000 per PETR3 share, described as a convenience conversion of 47.99 BRL per share using the 5.1619 BRL per 1.00 USD Central Bank of Brazil exchange rate on August 21, 2026.

Are the Petrobras phantom shares received by the CFO settled in stock or cash?
The phantom shares granted under the Petrobras Performance Award Program are settled in cash upon vesting, rather than delivering PETR3 shares, according to the program description in the Form 4 footnotes.

How does Petrobras handle dividends in its Performance Award Program for PBR?
Under the Petrobras Performance Award Program, additional phantom shares are credited proportionally when Petrobras pays dividends or interest on equity. This mechanism increased CFO Fernando Sabbi Melgarejo’s phantom share balance as of the August 21, 2026 record date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Melgarejo Fernando Sabbi
(Last)(First)(Middle)
RUA HENRIQUE VALADARES 28
19 TH FLOOR, A TOWER
(Street)
RIO DE JANEIRORIO DE JANEIRO20231-030
(City)(State)(Zip)
BRAZIL
(Country)		2. Issuer Name and Ticker or Trading Symbol
PETROBRAS - PETROLEO BRASILEIRO SA [ PBR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
[PETR3]
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Shares(1)$9.3(2) (3) (3)PETR3148.1321,218.72D
Explanation of Responses:
1. Phantom shares are granted pursuant to the Petrobras Performance Award Program. The phantom shares are referenced to the PETR3 common share price and are settled in cash upon vesting. The deferred portion of the award vests in four equal annual instalments. Additional phantom shares are credited proportionally upon the payment of dividends or interest on equity by the company.
2. Closing price on August 21st, 2026, less the aggregate gross value of dividends with ex-dividend date on the same day. The price reported in column 2 is a convenience conversion of the 47.99 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 5.1619 BRL per 1.00 USD on August 21st, 2026.
3. Additional phantom shares credited as a result of dividend payment by Petrobras (record date of August 21st, 2026), as provided by Petrobras Performance Award Program's rules.
/s/ Fernando Sabbi Melgarejo08/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR