Petrobras CPO adjusts phantom share awards

PETROBRAS - PETROLEO BRASILEIRO SA Chief Product Officer Da Silva William Franca reported a compensation-related adjustment to derivative awards.

Rhea-AI Filing Summary

PETROBRAS - PETROLEO BRASILEIRO SA Chief Product Officer Da Silva William Franca reported a compensation-related adjustment to derivative awards. On May 15, 2026, he disposed of 6,840.810 phantom shares to the issuer, linked to PETR3 common shares and settled in cash under the Petrobras Performance Award Program. Following this transaction, he holds 33,418.980 phantom shares, which continue to track the PETR3 share price and are adjusted for dividends and interest on equity.

Insider Trade Summary

Disposition: 6,840.81 shares

Disposition 1 txn

Insider Da Silva William Franca

Role Chief Product Officer

Type	Security	Shares	Price	Value
Disposition	Phantom Shares	6,840.81	$0.00	$0.00

Holdings After Transaction: Phantom Shares — 33,418.98 contracts (Direct)

Footnotes (2)

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 20 trading sessions of Petrobras common shares, resulting in 52.07 BRL. The average is calculated as the sum of turnover divided by the sum of volume over these last 20 trading sessions. The price reported in column 2 is a convenience conversion of the 52.07 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 5.0648 BRL per 1.00 USD on May 15th, 2026.

Key Figures

Phantom shares disposed: 6,840.810 phantom shares Phantom shares remaining: 33,418.980 phantom shares Reference share price: 52.07 BRL per share +2 more

5 metrics

Phantom shares disposed 6,840.810 phantom shares Disposition to issuer on May 15, 2026

Phantom shares remaining 33,418.980 phantom shares Holdings after transaction for Da Silva William Franca

Reference share price 52.07 BRL per share Weighted average of last 20 PETR3 trading sessions

FX rate used 5.0648 BRL per 1.00 USD Central Bank of Brazil rate on May 15, 2026

Conversion/exercise price $10.2800 per phantom share Conversion or exercise price reported for the derivative

Key Terms

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

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."

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.

weighted average financial

"Weighted average of the last 20 trading sessions of Petrobras common shares, resulting in 52.07 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.

FAQ

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

What insider transaction did Petrobras (PBR) report for Da Silva William Franca?

Petrobras reported that Chief Product Officer Da Silva William Franca disposed of 6,840.810 phantom shares to the issuer. These are cash-settled awards linked to PETR3 common shares under the Petrobras Performance Award Program.

What are phantom shares in the Petrobras (PBR) performance program?

Phantom shares in the Petrobras Performance Award Program are cash-settled units referenced to PETR3 common share prices. They vest over time, in four equal annual installments, and are increased proportionally when Petrobras pays dividends or interest on equity.

How many phantom shares does the Petrobras (PBR) executive hold after this Form 4?

After the reported disposition, Chief Product Officer Da Silva William Franca holds 33,418.980 phantom shares. These units continue to track PETR3 common share prices and will be settled in cash upon vesting according to the program terms.

Is the Petrobras (PBR) Form 4 transaction an open-market stock sale?

No, the Form 4 shows a disposition of 6,840.810 phantom shares to the issuer, not an open-market sale of PETR3 stock. The phantom shares are derivative, cash-settled awards under Petrobras’ performance program.

How is the Petrobras (PBR) phantom share price determined in this filing?

The phantom share reference uses a 20-session weighted average of Petrobras common share trades, resulting in 52.07 BRL per share. This average is calculated as total turnover divided by total volume over the last 20 trading sessions.

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

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Accepted by SEC EDGAR 05/19/2026 - 06:25 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^*

Da Silva William Franca

(Last) (First) (Middle)

28, HENRIQUE VALADARES AVE

19TH 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 Product Officer

2a. Foreign Trading Symbol
[PETR3]

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)	$10.28(2)	05/15/2026		D			6,840.81	(2)	(2)	PETR3	6,840.81	(2)	33,418.98	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 20 trading sessions of Petrobras common shares, resulting in 52.07 BRL. The average is calculated as the sum of turnover divided by the sum of volume over these last 20 trading sessions. The price reported in column 2 is a convenience conversion of the 52.07 BRL per share into U.S. dollars based on the Central Bank of Brazil exchange rate of 5.0648 BRL per 1.00 USD on May 15th, 2026.

	/s/ William Franca da Silva	05/15/2026
	** 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)