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  4. [SCHEDULE 13D/A] PETROBRAS - PETROLEO BRASILEIRO SA Amended Major Shareholder Report

BNDES cuts Petrobras (NYSE: PBR) preferred holdings to 865.7M shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

BNDES and its subsidiary BNDESPAR report beneficial ownership of 865,743,903 Petrobras preferred shares, representing 15.90% of the outstanding preferred class, calculated on 5,446,501,379 preferred shares outstanding as of March 31, 2026.

BNDESPAR directly holds 730,495,645 preferred shares, or 13.41%, while BNDES directly holds 135,248,258 shares and may be deemed to beneficially own the full 865,743,903 shares through its ownership of BNDESPAR. Their combined holdings decreased from 916,700,003 shares due to open market sales. Preferred shares carry limited appointment and governance rights, but BNDES and BNDESPAR are currently prevented from voting these shares by a Brazilian Securities Commission decision. The reporting persons state they may dispose of, hedge, or otherwise adjust their Petrobras preferred stake and may exercise appointment rights, subject to bylaws and applicable law, while disclaiming beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
Total preferred shares beneficially owned 865,743,903 shares Aggregate Petrobras preferred shares BNDES may be deemed to beneficially own, representing 15.90% of the class
BNDES aggregate ownership percentage 15.90% Portion of Petrobras’s issued and outstanding preferred shares beneficially owned by BNDES including BNDESPAR holdings
BNDESPAR direct holdings 730,495,645 shares Preferred shares of Petrobras directly beneficially owned by BNDESPAR
BNDESPAR ownership percentage 13.41% Share of Petrobras’s issued and outstanding preferred shares directly held by BNDESPAR
BNDES direct holdings 135,248,258 shares Petrobras preferred shares directly beneficially owned by BNDES, with sole voting and dispositive power
Shares outstanding baseline 5,446,501,379 shares Petrobras preferred shares outstanding as of March 31, 2026, used to calculate ownership percentages
Prior aggregate holdings 916,700,003 shares Previous combined Petrobras preferred holdings before the reported open market sales
beneficial owner financial
"may be deemed the indirect beneficial owner of the 730,495,645 Preferred Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
dispositive power financial
"shares with BNDESPAR voting and dispositive power with respect to the Preferred Shares"
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.
cumulative voting rights financial
"exercising director appointment rights or cumulative voting rights to the extent permitted"
fiscal council financial
"holders of Preferred Shares have the right to separately appoint one member to Petrobras's fiscal council"
pecuniary interest financial
"disclaims beneficial ownership in all Preferred Shares reported herein, except to the extent of the Reporting Person's respective pecuniary interest"

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

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FAQ

What Petrobras (PBR) preferred share stake do BNDES and BNDESPAR currently report?
BNDES and BNDESPAR together report beneficial ownership of 865,743,903 Petrobras preferred shares, equal to 15.90% of the outstanding preferred class, based on 5,446,501,379 preferred shares outstanding as of March 31, 2026, as reported in Petrobras’s Form 6-K.

How many Petrobras (PBR) preferred shares does BNDESPAR alone own?
BNDES Participacoes S.A. – BNDESPAR directly owns 730,495,645 Petrobras preferred shares, representing approximately 13.41% of Petrobras’s issued and outstanding preferred shares, with shared voting and dispositive power with its sole shareholder, BNDES, to the extent limited appointment rights create voting power.

What change in Petrobras (PBR) preferred holdings prompted this Schedule 13D/A amendment?
The amendment reports a decrease in the reporting persons’ Petrobras preferred holdings from 916,700,003 shares to 865,743,903 shares, following a combination of open market sales by the reporting persons, resulting in beneficial ownership of 15.90% of the preferred class.

What share count underlies the 15.90% Petrobras (PBR) ownership figure for BNDES?
The 15.90% ownership figure for BNDES’s aggregate Petrobras preferred stake is calculated using 5,446,501,379 preferred shares outstanding as of March 31, 2026, as reported in Petrobras’s report of foreign private issuer on Form 6-K filed with the U.S. Securities and Exchange Commission.

What voting and appointment rights attach to Petrobras (PBR) preferred shares held by BNDES and BNDESPAR?
Petrobras preferred shares allow holders with at least 10.0% of total capital to appoint or dismiss one board member and to appoint a member of the fiscal council. However, BNDES and BNDESPAR are currently prevented from voting their preferred shares by a December 2, 2014 Brazilian Securities Commission decision.

What future actions regarding Petrobras (PBR) preferred shares do BNDES and BNDESPAR contemplate?
The reporting persons indicate they may dispose of some or all Petrobras preferred shares, engage in hedging or similar transactions, exercise appointment or cumulative voting rights where permitted, or consider actions described in Item 4(a)–(j) under Section 13(d), depending on Petrobras’s condition and market factors.



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)
07/16/2026
(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).


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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Includes the aggregate amount of 730,495,645.00 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




Comment for Type of Reporting Person:
(1) Includes the aggregate amount of 730,495,645.00 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


BNDES Participacoes S.A.
Signature:/s/ Marcelo Marcolino
Name/Title:Marcelo Marcolino / Attorney-in-fact
Date:07/20/2026
Signature:/s/ Fabio Rego Ribeiro
Name/Title:Fabio Rego Ribeiro / Attorney-in-fact
Date:07/20/2026
Banco Nacional de Desenvolvimento Economico e Social - BNDES
Signature:/s/ Marcelo Marcolino
Name/Title:Marcelo Marcolino / Attorney-in-fact
Date:07/20/2026
Signature:/s/ Fabio Rego Ribeiro
Name/Title:Fabio Rego Ribeiro / Attorney-in-fact
Date:07/20/2026

Source: View Original Filing on SEC EDGAR