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Petrobras (PBR) compliance chief reports 10,676 cash-settled phantom shares

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PETROBRAS - PETROLEO BRASILEIRO SA Chief Compliance Officer Ricardo Wagner de Araujo reported updated holdings of 10,676.5900 phantom shares referenced to PETR3 common shares. These phantom shares are granted under the Petrobras Performance Award Program, settle in cash upon vesting, and receive additional credits tied to 2025 fiscal year performance, dividends, and interest on equity.

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Insider Araujo Ricardo Wagner de
Role Chief Compliance Officer
Type Security Shares Price Value
holding Phantom Shares -- -- --
Holdings After Transaction: Phantom Shares — 10,676.59 shares (Direct, null)
Footnotes (1)
  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. 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. Additional phantom shares credited as a result of Petrobras Performance Award Program of 2025 fiscal year.
Phantom share holdings 10,676.5900 phantom shares Holdings following transaction for Chief Compliance Officer
Exercise price reference 6.6200 per share Exercise or conversion price for phantom share award
Weighted average PETR3 price 33.02 BRL per share Last 60 trading sessions of Petrobras common shares in 2025
BRL/USD exchange rate 4.988 BRL per 1.00 USD Central Bank of Brazil rate cited for April 30, 2026
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."
PETR3 financial
"The phantom shares are referenced to the PETR3 common share price and are settled in cash upon vesting."
interest on equity financial
"Additional phantom shares are credited proportionally upon the payment of dividends or interest on equity by the company."
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*
Araujo Ricardo Wagner de
(Last)(First)(Middle)
28, HENRIQUE VALADARES AVE
19TH 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 Compliance 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)
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)$6.62(2) (3) (3)PETR310,676.5910,676.59D
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/ Ricardo Wagner de Araujo04/30/2026
** 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

FAQ

What did Petrobras (PBR) disclose in this Form 4 for Ricardo Wagner de Araujo?

The Form 4 shows Chief Compliance Officer Ricardo Wagner de Araujo holding 10,676.5900 phantom shares. These are part of the Petrobras Performance Award Program and are referenced to PETR3 common shares but settled in cash rather than stock upon vesting.

What are phantom shares reported for Petrobras (PBR) insider Ricardo Wagner de Araujo?

Phantom shares are cash-settled awards linked to PETR3’s share price. Under Petrobras’ Performance Award Program, they vest over time in four equal annual instalments and receive additional credited units when Petrobras pays dividends or interest on equity to shareholders.

How many phantom shares does the Petrobras (PBR) chief compliance officer hold after this filing?

After this filing, the chief compliance officer is shown with 10,676.5900 phantom shares tied to PETR3. This figure reflects the updated position following credits under the 2025 Performance Award Program as described in the accompanying Form 4 footnotes.

How are Petrobras (PBR) performance awards like these phantom shares settled?

These Petrobras performance awards are settled entirely in cash upon vesting, not in actual PETR3 shares. The phantom share value tracks the PETR3 common share price, so the eventual cash payment depends on market prices at the time of vesting.

How are additional phantom shares credited in Petrobras (PBR) awards?

Additional phantom shares are credited proportionally when Petrobras pays dividends or interest on equity. This mechanism keeps the cash-settled award aligned with the economic benefits of holding PETR3 shares, as explained in the Form 4 footnotes for the 2025 award program.

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

The filing notes a weighted average PETR3 share price of 33.02 BRL over the last 60 trading sessions of 2025. It also cites an exchange rate of 4.988 BRL per 1.00 USD from the Central Bank of Brazil for reporting convenience.