Business Context and Reporting Period
This Form 6-K filing by Braskem S.A. covers the month of May 2026. The report discloses the execution of a New Shareholders' Agreement between Petrobras and Shine I Fundo de Investimento em Participações Responsabilidade Limitada (FIP) on April 23, 2026. This agreement governs the joint control of Braskem following a share transaction involving Novonor S.A. and NSP Investimentos S.A., which are currently under judicial reorganization.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on corporate governance and shareholder agreements. However, it defines a specific financial target required for future milestones: the Company must achieve a consolidated Net Debt/EBITDA ratio of 2.5 or lower for any three consecutive quarters (based on the last twelve months).
Material Changes
- Control Structure: A new agreement establishes joint control between Petrobras and FIP, requiring consensus for all Board of Directors and Shareholders' Meeting resolutions.
- Board Composition: The Board of Directors will consist of 11 members, including 3 Independent Directors, with equal representation appointed by Petrobras and FIP.
- Executive Leadership: The Executive Board will comprise 8 officers. Petrobras and FIP will appoint an equal number of officers. The CEO and Chief Corporate Affairs Officer roles will rotate between the parties.
- Shareholder Rights: The agreement includes mutual rights of first refusal and tag-along rights regarding the transfer of equity interests.
Guidance, Outlook, and Risks
Outlook and Milestones: The New Shareholders' Agreement is effective upon the closing of the underlying transaction, subject to judicial approvals. Upon achieving the defined Financial Target (Net Debt/EBITDA ≤ 2.5x), the parties commit to migrating Braskem's listing to the Novo Mercado segment of B3 S.A.
Lock-Up Provisions: FIP is subject to a lock-up period lasting until the later of two years from the Effective Date or the achievement of the Financial Target. Post-lock-up transfers are subject to specific conditions and approvals.
Risks and Contingencies: The filing includes a disclaimer regarding forward-looking statements, citing risks related to a geological event in Alagoas, related legal proceedings, and the impact of the COVID-19 pandemic. The agreement may be terminated early if the combined shareholding of the parties falls below 50% or if FIP transfers 5% or more of its equity to third parties.
Investor Verification Checklist
- Verify the status of the judicial approvals required to close the Novonor/NSP transaction and make the Shareholders' Agreement effective.
- Confirm the current consolidated Net Debt/EBITDA ratio to assess proximity to the 2.5x Financial Target required for Novo Mercado migration.
- Monitor the progress of the judicial reorganization of Novonor S.A. and NSP Investimentos S.A.
- Review the specific terms of the geological event in Alagoas and associated legal proceedings for potential financial impact.
- Check for any updates on the appointment of the new Board of Directors and Executive Board members following the agreement's effectiveness.