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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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PETROBRAS - PETROLEO BRASILEIRO SA (Name of Issuer) |
Preferred Shares, without par value (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13D
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| 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.
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