Brazil’s BNDES cuts Petrobras (PBR) preferred holdings to 16.8% of class

Rhea-AI Filing Summary

BNDES Participacoes S.A. (BNDESPAR) and Banco Nacional de Desenvolvimento Economico e Social (BNDES) report a reduced stake in Petrobras preferred shares in Amendment No. 3 to their Schedule 13D. After open market sales, their combined beneficial ownership fell from 957,806,254 to 916,700,003 preferred shares, representing 16.83% of Petrobras’s 5,446,501,379 preferred shares outstanding as of March 31, 2026. BNDESPAR directly holds 781,451,745 preferred shares, or 14.35% of the class, while BNDES directly owns 135,248,258 preferred shares and may be deemed an indirect beneficial owner of BNDESPAR’s holdings. The preferred shares carry limited appointment rights but no general voting rights, and both entities remain restricted from voting these shares by a 2014 Brazilian Securities Commission decision.

Insights

Equity ownership and governance analyst

State-owned BNDES trimmed Petrobras preferred holdings but retains a large 16.83% stake.

The amendment shows BNDES and BNDESPAR executed open market sales that reduced their Petrobras preferred share position to 916,700,003 shares, or 16.83% of the class, based on 5,446,501,379 preferred shares outstanding as of March 31, 2026.

BNDESPAR directly holds 781,451,745 preferred shares while BNDES holds 135,248,258 directly and may be deemed an indirect owner of BNDESPAR’s stake. Despite the size, the preferred shares lack general voting rights and both entities remain barred from voting them by a Brazilian Securities Commission decision.

The filing notes potential future actions ranging from further sales to exercising limited appointment rights, but provides no specific plans. The change appears as portfolio adjustment rather than a transformative move; practical impact will depend on any future transactions or governance steps disclosed in later filings.

Key Figures

Current combined preferred holdings: 916,700,003 shares Prior combined preferred holdings: 957,806,254 shares BNDESPAR direct holdings: 781,451,745 shares +4 more

7 metrics

Current combined preferred holdings 916,700,003 shares Beneficially owned by BNDES and BNDESPAR after open market sales

Prior combined preferred holdings 957,806,254 shares Beneficially owned before the decrease reported in Amendment No. 3

BNDESPAR direct holdings 781,451,745 shares Directly owned Petrobras preferred shares, 14.35% of class

BNDES direct holdings 135,248,258 shares Directly owned Petrobras preferred shares by BNDES

BNDES deemed beneficial ownership 16.83% Share of Petrobras preferred shares BNDES may be deemed to beneficially own

Preferred shares outstanding 5,446,501,379 shares Petrobras preferred shares outstanding as of March 31, 2026

Event date 06/01/2026 Date of event requiring filing of the Schedule 13D amendment

Key Terms

beneficially owned, Preferred Shares, dispositive power, pecuniary interest, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 781,451,745.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Preferred Shares financial

"Preferred Shares, without par value (Title of Class of Securities)"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

dispositive power financial

"Shared Dispositive Power 781,451,745.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

pecuniary interest financial

"except to the extent of the Reporting Person's respective pecuniary interest therein"

Brazilian Securities Commission regulatory

"pursuant to a decision issued by the Brazilian Securities Commission"

Schedule 13D regulatory

"hereby file this Amendment No.3 to amend and supplement the filed with the U.S. Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PETROBRAS - PETROLEO BRASILEIRO SA

(Name of Issuer)

Preferred Shares, without par value

(Title of Class of Securities)

71654V101

(CUSIP Number)

Marcelo Marcolino
Av. Republica do Chile, 100 - Centro,
Rio de Janeiro, D5, 20031-917
55 21 3747-6442

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 71654V101

1

Name of reporting person

BNDES Participacoes S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 781,451,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 781,451,745.00

11

Aggregate amount beneficially owned by each reporting person

781,451,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.35 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes the aggregate amount of 781,451,745.00 preferred shares without par value (the "Preferred Shares") of Petrobras directly beneficially owned by the Reporting Person and over which the Reporting Person shares voting and dispositive power with BNDES, its sole shareholder (where such voting power arises based on the limited appointment rights of holders of Preferred Shares). The Preferred Shares are a separate class of equity securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although the Preferred Shares do not confer a right to vote on matters generally voted on by holders of common shares of the Issuer (other than certain corporate actions adversely affecting the Preferred Shares), holders of Preferred Shares holding at least 10.0% of Petrobras's total capital stock have the right to appoint and/or dismiss one member to or from Petrobras's board of directors, and holders of Preferred Shares have the right to separately appoint one member to Petrobras's fiscal council (and such member's respective alternate). However, BNDES and BNDESPAR are prevented from voting their Preferred Shares pursuant to a decision issued by the Brazilian Securities Commission (Comissao de Valores Mobiliarios) on December 2, 2014. The Preferred Shares are not convertible into common shares of the Issuer. (2) Percentage of the class beneficially owned is calculated based on 5,446,501,379 Preferred Shares of the Issuer outstanding as of March 31, 2026, as reported in Petrobras' report of foreign private issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on May 12, 2026, containing Petrobras's financial statements in U.S. dollars as of March 31, 2026, and for the three-month periods ended March 31, 2026 and 2025, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (the "Petrobras 6-K").

SCHEDULE 13D

CUSIP Number(s): 71654V101

1

Name of reporting person

Banco Nacional de Desenvolvimento Economico e Social - BNDES

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 135,248,258.00
8	Shared Voting Power 781,451,745.00
9	Sole Dispositive Power 135,248,258.00
10	Shared Dispositive Power 781,451,745.00

11

Aggregate amount beneficially owned by each reporting person

916,700,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.83 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes the aggregate amount of 781,451,745 Preferred Shares directly beneficially owned by BNDESPAR and over which the Reporting Person shares voting and dispositive power with BNDESPAR, its direct, wholly-owned subsidiary (where such voting power arises based on the limited appointment rights of holders of Preferred Shares). The Preferred Shares are a separate class of equity securities registered under Section 12(b) of the Exchange Act. Although the Preferred Shares do not confer a right to vote on matters generally voted on by holders of common shares of the Issuer (other than certain corporate actions adversely affecting the Preferred Shares), holders of Preferred Shares holding at least 10.0% of Petrobras's total capital stock have the right to appoint and/or dismiss one member to or from Petrobras's board of directors, and holders of Preferred Shares have the right to separately appoint one member to Petrobras's fiscal council (and such member's respective alternate). However, BNDES and BNDESPAR are prevented from voting their Preferred Shares pursuant to a decision issued by the Brazilian Securities Commission (Comissao de Valores Mobiliarios) on December 2, 2014. The Preferred Shares are not convertible into common shares of the Issuer. (2) The Reporting Person may be deemed an indirect beneficial owner of the Preferred Shares directly beneficially owned by BNDESPAR, as the sole shareholder of BNDESPAR, along with the Preferred Shares directly owned by the Reporting Person. (3) Percentage of the class beneficially owned is calculated based on 5,446,501,379 Preferred Shares of the Issuer outstanding as of March 31, 2026, as reported in Petrobras' 6-K.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Preferred Shares, without par value
(b)	Name of Issuer: PETROBRAS - PETROLEO BRASILEIRO SA
(c)	Address of Issuer's Principal Executive Offices: Avenida Henrique Valadares, 28, Tower A, 18th floor, Rio de Janeiro, BRAZIL , 20031-917.
Item 1 Comment: BNDES Participacoes S.A. - BNDESPAR ("BNDESPAR") and Banco Nacional de Desenvolvimento Economico e Social - BNDES ("BNDES") hereby file this Amendment No.3 to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on April 15, 2019, as amended by Amendment No. 1 filed with the SEC on February 10, 2020 and Amendment No.2 filed with the SEC on May 21, 2026 (the "Original Schedule 13D"), with respect to the preferred shares without par value (the "Preferred Shares") of Petroleo Brasileiro S.A.-Petrobras ("Petrobras").
Item 2.	Identity and Background
(a)	BNDES Participacoes S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil. Banco Nacional de Desenvolvimento Economico e Social, a Brazilian state-owned development bank and the sole shareholder of BNDESPAR, duly organized and existing under the laws of the Federative Republic of Brazil.
(b)	The address of BNDESPAR's principal executive office is Av. Republica do Chile, 100 - Centro, Rio de Janeiro, R.J., Brazil - CEP: 20.031-917; and The address of BNDES's principal executive office is Av. Republica do Chile, 100 - Centro, Rio de Janeiro, R.J., Brazil - CEP: 20.031-917. BNDESPAR is a direct, wholly-owned subsidiary of BNDES. Certain information required by this Item 2 is provided in Exhibit 4, which is incorporated by reference herein, for each executive officer and director of each Reporting Person as of the date hereof.
(c)	Not applicable.
(d)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Persons are companies duly organized and existing under the laws of the Federative Republic of Brazil.
Item 3.	Source and Amount of Funds or Other Consideration
	The information in Item 4 is incorporated by reference herein to the extent applicable.
Item 4.	Purpose of Transaction
	This Amendment is being filed to report a decrease in the Preferred Shares beneficially owned by the Reporting Persons, as a result of a combination of open market sales made by the Reporting Persons. As a result of the foregoing, the Preferred Shares owned by the Reporting Persons decreased from 957,806,254 to 916,700,003 (corresponding to approximately 16.83% of the Issuer's outstanding Preferred Shares). The aggregate percentages of the class beneficially owned by the Reporting Persons is calculated based on 5,446,501,379 Preferred Shares of the Issuer outstanding as of March 31, 2026, as reported in Petrobras' 6-K. The Reporting Persons may, from time to time, take such actions regarding their investment in the Preferred Shares as they deem appropriate. These actions may include: (i) disposing of any or all of their Preferred Shares and/or other equity, debt, notes, other securities or derivatives or other instruments of the Issuer that are based upon or relate to the value of the Preferred Shares (collectively, "Securities") in the open market or otherwise, including in connection with business development transactions or financing commitments in relation thereto; (ii) engaging in any hedging or similar transactions with respect to the Securities; (iii) exercising director appointment rights or cumulative voting rights to the extent permitted under Petrobras's bylaws and otherwise by law; or (iv) proposing or considering one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. In determining whether to carry out any of the above-mentioned actions, the Reporting Persons may consider factors such as Petrobras's financial position and strategic direction, actions taken by Petrobras's board of directors, price levels of the Common Shares and Preferred Shares, conditions in the securities market and general economic and industry conditions. Each of the Reporting Persons disclaims beneficial ownership in all Preferred Shares reported herein, except to the extent of the Reporting Person's respective pecuniary interest therein. This filing shall not be deemed an admission that any of the Reporting Persons constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Exchange Act.
Item 5.	Interest in Securities of the Issuer
(a)	BNDESPAR is the direct beneficial owner of 781,451,745 Preferred Shares, or approximately 14.35% of Petrobras's issued and outstanding Preferred Shares. BNDESPAR, as the wholly-owned subsidiary of BNDES, may be deemed to share with BNDES voting and dispositive power with respect to the Preferred Shares directly beneficially owned by BNDESPAR (to the extent the limited appointment rights of the holders of Preferred Shares give rise to voting power). BNDES is the direct beneficial owner of 135,248,258 Preferred Shares, with respect to which it has sole voting and dispositive power. BNDES, as the sole shareholder of BNDESPAR, may be deemed the indirect beneficial owner of the 781,451,745 Preferred Shares directly beneficially owned by BNDESPAR, with respect to which BNDES shares with BNDESPAR voting and dispositive power (to the extent the limited appointment rights of the holders of Preferred Shares give rise to voting power). BNDES may be deemed to beneficially own in the aggregate 916,700,003 Preferred Shares, or 16.83%, of the Petrobras's issued and outstanding Preferred Shares.
(b)	Each of the Reporting Persons disclaims beneficial ownership in all Preferred Shares of Petrobras reported herein, except to the extent of the Reporting Person's respective pecuniary interest therein. All share percentages in this Schedule 13D are based on 5,446,501,379 Preferred Shares issued and outstanding as of March 31, 2026, as reported in Petrobras's 6-K.
(c)	No transactions in the Preferred Shares, other than the ones described herein, were effected by any Reporting Person in the sixty days prior to the date of this statement.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than as described in the Original Schedule 13D, as amended by this Amendment No. 3, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of Petrobras.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement of the Reporting Persons (previously filed as exhibit 1 to the Schedule 13D/A filed with the Securities and Exchange Commission on April 15, 2019 (File No.005-90980 19749031)). Exhibit 2 - Power of Attorney relating to BNDES Participacoes S.A. - BNDESPAR (previously filed as Exhibit 2 to the Schedule 13D filed with the Securities and Exchange Commission on May 21, 2026 (File No. 005-90980 261010605)). Exhibit 3 - Power of Attorney relating to Banco Nacional de Desenvolvimento Economico e Social - BNDES (previously filed as Exhibit 3 to the Schedule 13D/A filed with the Securities and Exchange Commission on May 21, 2026 (File No. 005-90980 261010605)). Exhibit 4 - List of Directors and Executive Officers of BNDES and BNDESPAR (previously filed as Exhibit 4 to the Schedule 13D/A filed with the Securities and Exchange Commission on May 21, 2026 (File No. 005-90980 261010605)).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BNDES Participacoes S.A.

Signature:	/s/ Marcelo Marcolino
Name/Title:	Marcelo Marcolino / Attorney-in-fact
Date:	06/03/2026

Signature:	/s/ Marcio Bernardo Spata
Name/Title:	Marcio Bernardo Spata / Attorney-in-fact
Date:	06/03/2026

Banco Nacional de Desenvolvimento Economico e Social - BNDES

Signature:	/s/ Marcelo Marcolino
Name/Title:	Marcelo Marcolino / Attorney-in-fact
Date:	06/03/2026

Signature:	/s/ Marcio Bernardo Spata
Name/Title:	Marcio Bernardo Spata / Attorney-in-fact
Date:	06/03/2026

FAQ

How many Petrobras (PBR) preferred shares do BNDES and BNDESPAR now own?

BNDES and BNDESPAR together beneficially own 916,700,003 Petrobras preferred shares. This total reflects both BNDESPAR’s direct holdings and BNDES’s direct and deemed indirect holdings following recent open market sales disclosed in Amendment No. 3 to their Schedule 13D.

What percentage of Petrobras (PBR) preferred shares is held by BNDES after this amendment?

BNDES may be deemed to beneficially own 16.83% of Petrobras’s preferred shares. This percentage is based on 5,446,501,379 preferred shares outstanding as of March 31, 2026, as reported in Petrobras’s Form 6-K referenced in the Schedule 13D amendment.

How much did BNDES and BNDESPAR reduce their Petrobras preferred stake in this Schedule 13D/A?

Their combined Petrobras preferred holdings decreased from 957,806,254 to 916,700,003 shares. The reduction resulted from a combination of open market sales by the reporting persons, which prompted the filing of Amendment No. 3 to update their beneficial ownership disclosure.

What is BNDESPAR’s direct ownership in Petrobras (PBR) preferred shares now?

BNDES Participacoes S.A. (BNDESPAR) directly owns 781,451,745 Petrobras preferred shares. This holding represents approximately 14.35% of Petrobras’s issued and outstanding preferred shares, calculated using the 5,446,501,379-share figure reported as outstanding on March 31, 2026.

Do BNDES and BNDESPAR have voting rights on their Petrobras preferred shares?

Their Petrobras preferred shares generally lack voting rights on common matters, offering limited appointment rights instead. Additionally, a December 2, 2014 decision by the Brazilian Securities Commission prevents BNDES and BNDESPAR from voting these preferred shares, further restricting their governance influence.

Why did BNDES and BNDESPAR file Amendment No. 3 to their Petrobras Schedule 13D?

They filed Amendment No. 3 to report a decrease in their beneficial ownership of Petrobras preferred shares after open market sales. The amendment updates share counts, percentages and reiterates potential future actions, such as additional sales, hedging or use of limited appointment rights, without committing to specific steps.

What rights do Petrobras preferred shareholders like BNDES and BNDESPAR have?

Petrobras preferred shareholders can appoint or dismiss one board member if they hold at least 10% of total capital. They also can separately appoint one fiscal council member and an alternate, but lack general voting rights on matters usually decided by common shareholders, according to the filing.