BNDES (NYSE: PBR) cuts Petrobras preferred stake to 957.8M shares

Rhea-AI Filing Summary

Petrobras minority holder BNDES updates its stake in the company’s preferred shares. Brazilian state development bank BNDES and its subsidiary BNDES Participações (BNDESPAR) filed Amendment No. 2 to their Schedule 13D to report recent open‑market sales of Petrobras preferred shares.

Their combined beneficial ownership fell from 1,035,458,754 to 957,806,254 preferred shares, equal to 17.59% of Petrobras’s 5,446,501,379 preferred shares outstanding as of March 31, 2026. BNDESPAR now directly holds 822,557,996 preferred shares (15.10%), while BNDES directly holds 135,248,258. The filing notes limited appointment rights attached to preferred shares, but also that BNDES and BNDESPAR are prevented from voting these shares under a 2014 Brazilian Securities Commission decision.

Key Figures

BNDESPAR direct holdings: 822,557,996 preferred shares BNDES direct holdings: 135,248,258 preferred shares BNDES aggregate beneficial ownership: 957,806,254 preferred shares +4 more

7 metrics

BNDESPAR direct holdings 822,557,996 preferred shares Beneficially owned by BNDESPAR, 15.10% of preferred class

BNDES direct holdings 135,248,258 preferred shares Shares with sole voting and dispositive power for BNDES

BNDES aggregate beneficial ownership 957,806,254 preferred shares Combined direct and indirect holdings, 17.59% of class

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

Prior combined holdings 1,035,458,754 preferred shares Stake before the reported open market sales

BNDESPAR ownership percentage 15.10% Portion of Petrobras preferred shares held by BNDESPAR

BNDES aggregate percentage 17.59% Portion of Petrobras preferred shares beneficially owned by BNDES

Key Terms

beneficially owned, Preferred Shares, Schedule 13D, pecuniary interest, +1 more

5 terms

beneficially owned financial

"Includes the aggregate amount of 822,557,996 preferred shares without par value ... directly beneficially owned by the Reporting Person"

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 ... a separate class of equity securities registered under Section 12(b)"

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.

Schedule 13D regulatory

"hereby file this Amendment No.2 to amend and supplement the filed ... with respect to the preferred shares"

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.

pecuniary interest financial

"Each of the Reporting Persons disclaims beneficial ownership in all Preferred Shares ... except to the extent of the Reporting Person's respective pecuniary interest therein"

fiscal council financial

"holders of Preferred Shares have the right to separately appoint one member to Petrobras's fiscal council"

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Accepted by SEC EDGAR 05/21/2026 - 09:49 PM Learn about SEC filing dates

FAQ

What stake in Petrobras (PBR) do BNDES and BNDESPAR currently report?

BNDES and BNDESPAR now report beneficial ownership of 957,806,254 Petrobras preferred shares, representing 17.59% of the company’s preferred shares outstanding as of March 31, 2026, based on 5,446,501,379 preferred shares reported in Petrobras’s Form 6-K.

How much did BNDES and BNDESPAR reduce their Petrobras (PBR) preferred holdings?

Their combined Petrobras preferred holdings decreased from 1,035,458,754 to 957,806,254 shares. The change results from open market sales by the reporting persons, as disclosed in the purpose of transaction section of Amendment No. 2 to their Schedule 13D.

How are Petrobras (PBR) preferred shares split between BNDES and BNDESPAR?

BNDESPAR directly owns 822,557,996 Petrobras preferred shares, or about 15.10% of the class. BNDES directly owns 135,248,258 preferred shares and may be deemed the indirect beneficial owner of BNDESPAR’s holdings, for an aggregate 957,806,254 preferred shares, or 17.59%.

What voting or governance rights do Petrobras (PBR) preferred shares provide BNDES and BNDESPAR?

Petrobras preferred shareholders holding at least 10.0% of total capital may appoint one board member and one fiscal council member. However, a 2014 decision by the Brazilian Securities Commission prevents BNDES and BNDESPAR from voting their preferred shares despite these limited appointment rights.

On what share count is BNDES’s 17.59% Petrobras (PBR) ownership based?

The 17.59% figure is calculated using 5,446,501,379 Petrobras preferred shares outstanding as of March 31, 2026. This outstanding share count comes from Petrobras’s Form 6-K containing its March 31, 2026 financial statements prepared under International Financial Reporting Standards.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

05/19/2026

(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 822,557,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 822,557,996.00

11

Aggregate amount beneficially owned by each reporting person

822,557,996.00

12

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

13

Percent of class represented by amount in Row (11)

15.10 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes the aggregate amount of 822,557,996 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 822,557,996.00
9	Sole Dispositive Power 135,248,258.00
10	Shared Dispositive Power 822,557,996.00

11

Aggregate amount beneficially owned by each reporting person

957,806,254.00

12

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

13

Percent of class represented by amount in Row (11)

17.59 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes the aggregate amount of 822,557,996 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.2 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 (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 1,035,458,754 to 957,806,254 (corresponding to approximately 17.59% 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 822,557,996 Preferred Shares, or approximately 15.10% 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 822,557,996 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 957,806,254 Preferred Shares, or 17.59%, 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. 2, 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 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. Exhibit 3 - Power of Attorney relating to Banco Nacional de Desenvolvimento Economico e Social - BNDES. Exhibit 4 - List of Directors and Executive Officers of BNDES and BNDESPAR

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:	Attorney-in-fact
Date:	05/21/2026

Signature:	/s/ Marcio Bernardo Spata
Name/Title:	Attorney-in-fact
Date:	05/21/2026

Banco Nacional de Desenvolvimento Economico e Social - BNDES

Signature:	/s/ Marcelo Marcolino
Name/Title:	Attorney-in-fact
Date:	05/21/2026

Signature:	/s/ Marcio Bernardo Spata
Name/Title:	Attorney-in-fact
Date:	05/21/2026