Petrobras CFO updates phantom share holdings

PETROBRAS - PETROLEO BRASILEIRO SA Chief Financial Officer Fernando Sabbi Melgarejo reports his phantom share holdings under the company’s long-term incentive plan.

Rhea-AI Filing Summary

PETROBRAS - PETROLEO BRASILEIRO SA Chief Financial Officer Fernando Sabbi Melgarejo reports his phantom share holdings under the company’s long-term incentive plan. He holds 15,797.4800 phantom shares referenced to PETR3 common share prices, granted through the Petrobras Performance Award Program.

The phantom shares are settled in cash upon vesting, with the deferred portion vesting in four equal annual installments. Additional phantom shares are credited proportionally when Petrobras pays dividends or interest on equity, and this update reflects credits tied to the 2025 fiscal-year award rather than any open-market share purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Melgarejo Fernando Sabbi

Role Chief Financial Officer

Type	Security	Shares	Price	Value
holding	Phantom Shares	--	--	--

Holdings After Transaction: Phantom Shares — 15,797.48 contracts (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. Weighted average of the last 60 trading sessions of Petrobras common shares in 2025, resulting in 33.02 BRL. The average is calculated as the sum of Turnover divided by the sum of Volume over these last 60 trading sessions. The price reported in column 2 is a convenience conversion of the 33.02 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 4.988 BRL per 1.00 USD on April 30, 2026.
3. F3. Additional phantom shares credited as a result of Petrobras Performance Award Program of 2025 fiscal year.

Key Figures

Phantom share holdings: 15,797.4800 phantom shares Exercise/reference price: $6.6200 per share Weighted average PETR3 price: 33.02 BRL per share +1 more

4 metrics

Phantom share holdings 15,797.4800 phantom shares Referenced to PETR3 common shares under Petrobras Performance Award Program

Exercise/reference price $6.6200 per share Convenience U.S. dollar conversion linked to phantom share award

Weighted average PETR3 price 33.02 BRL per share Weighted average of last 60 trading sessions of Petrobras common shares in 2025

FX rate used 4.988 BRL per 1.00 USD Central Bank of Brazil exchange rate used for convenience conversion on April 30, 2026

Key Terms

Phantom shares, Petrobras Performance Award Program, weighted average, interest on equity

4 terms

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."

weighted average financial

"Weighted average of the last 60 trading sessions of Petrobras common shares in 2025, resulting in 33.02 BRL."

A weighted average is a way of calculating an overall number when some items matter more than others by giving each item a different level of importance, or weight. Investors use weighted averages to combine figures like prices, returns or earnings so the result reflects the size or significance of each part — like grading a class where a final exam counts more than a quiz, producing a score that better represents true performance.

interest on equity financial

"Additional phantom shares are credited proportionally upon the payment of dividends or interest on equity by the company."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Petrobras (PBR) CFO Fernando Sabbi Melgarejo report in this Form 4?

He reported his holdings of phantom shares under Petrobras’ Performance Award Program. The filing shows 15,797.4800 phantom shares referenced to PETR3 common shares, reflecting compensation-related awards and credits rather than an open-market stock purchase or sale.

How many phantom shares linked to PETR3 does the Petrobras (PBR) CFO hold?

The CFO holds 15,797.4800 phantom shares referenced to PETR3 common shares. These instruments track Petrobras’ common share price and are part of a cash-settled long-term incentive structure rather than actual share ownership with voting or dividend rights.

How do Petrobras (PBR) phantom shares under the Performance Award Program vest?

Phantom shares vest over time, with the deferred portion of the award vesting in four equal annual installments. Once vested, they are settled in cash based on PETR3 common share prices, aligning executive compensation with the company’s market performance over multiple years.

Are the Petrobras (PBR) CFO’s phantom shares settled in stock or cash?

They are settled in cash upon vesting, not in Petrobras shares. The phantom shares are only a cash-based incentive referenced to PETR3 prices, so the filing does not reflect direct ownership changes in Petrobras stock or traditional share transactions in the market.

How are additional Petrobras (PBR) phantom shares credited to the CFO’s award?

Additional phantom shares are credited proportionally when Petrobras pays dividends or interest on equity. This mechanism adjusts the phantom share balance so the award mirrors the economic effect of holding PETR3 shares, while still being paid out in cash at vesting.

What price reference is used for Petrobras (PBR) phantom share awards in 2025?

The program uses a weighted average PETR3 price of 33.02 BRL over the last 60 trading sessions of 2025. A convenience conversion applies the Central Bank of Brazil exchange rate of 4.988 BRL per 1.00 USD, giving an equivalent U.S. dollar reference value.

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

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Accepted by SEC EDGAR 05/04/2026 - 07:03 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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 JANEIRO RIO DE JANEIRO 20231-030

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol
[PETR3]

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares(1)	$6.62(2)							(3)	(3)	PETR3	15,797.48		22,724.18	D

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. Weighted average of the last 60 trading sessions of Petrobras common shares in 2025, resulting in 33.02 BRL. The average is calculated as the sum of Turnover divided by the sum of Volume over these last 60 trading sessions. The price reported in column 2 is a convenience conversion of the 33.02 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 4.988 BRL per 1.00 USD on April 30, 2026.

3. Additional phantom shares credited as a result of Petrobras Performance Award Program of 2025 fiscal year.

	/s/ Fernando Sabbi Melgarejo	04/30/2026
	** Signature of Reporting Person	Date
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)