巴西石油美股招股说明书(2025-09-05版)

Petrobras Global Finance B.V.Unconditionally guaranteed byPetróleo Brasileiro S.A. — Petrobras(Brazilian Petroleum Corporation — Petrobras) U.S.$ 1,000,000,000 5.125% Global Notes due 2030U.S.$ 1,000,000,000 6.250% Global Notes due 2036 The 5.125% Global Notes due 2030 (the “2030 Notes”) and the 6.250% Global Notes due 2036 (the “2036 Notes” and, together with the 2030Notes, each a “series,” and collectively, the “Notes”), are general, unsecured, unsubordinated obligations of Petrobras Global Finance B.V.(“PGF”), a wholly-owned subsidiary of Petróleo Brasileiro S.A. — Petrobras (“Petrobras”). The Notes will be unconditionally and irrevocablyguaranteed by Petrobras. The 2030 Notes will mature on September 10, 2030 and will bear interest at the rate of 5.125% per annum. The 2036Notes will mature on January 10, 2036 and will bear interest at the rate of 6.250% per annum. Interest on the 2030 Notes is payable on March10 and September 10 of each year, beginning on March 10, 2026. Interest on the 2036 Notes is payable on January 10 and July 10 of each year,beginning on January 10, 2026. PGF will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the Notes. PGF mayredeem, in whole or in part, the 2030 Notes at any time or from time to time prior to August 10, 2030 (the date that is one month prior thescheduled maturity of the 2030 Notes) and the 2036 Notes at any time or from time to time prior to October 10, 2035 (the date that is threemonths prior the scheduled maturity of the 2036 Notes), as applicable, by paying the greater of the principal amount of the Notes to beredeemed and the applicable “make-whole” amount, plus, in each case, accrued and unpaid interest. Beginning August 10, 2030 with respect tothe 2030 Notes, and October 10, 2035 with respect to the 2036 Notes, as applicable, PGF may redeem, in whole or in part, the Notes at a priceequal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. The Notes will also be redeemable inwhole without premium prior to maturity at PGF’s option upon the imposition of certain withholding taxes. See “Description of the Notes—Optional Redemption.” In connection with the offering, the underwriters are not acting for anyone other than the issuer. Neither the underwriters nor any of theiraffiliates regulated by the Financial Conduct Authority will be responsible to anyone other than the issuer for providing the protections affordedto their clients nor for providing advice in relation to the offering. PGF intends to apply to have the Notes approved for listing on the New York Stock Exchange, or the “NYSE.” See “Risk Factors” beginning on pageS-14 to read about factors you should consider before buying the Notes offered in this prospectussupplement and the accompanying prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company and its direct andindirect participants, including Clearstream Banking,société anonyme, and Euroclear SA/NV, as operator of the Euroclear System, againstpayment in New York, New York on or about September 10, 2025. Joint Bookrunners TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageAbout this Prospectus SupplementS-1Forward-Looking StatementsS-3Incorporation of Certain Documents by ReferenceS-5Where You Can Find More InformationS-6SummaryS-7Risk FactorsS-14Use of ProceedsS-16Selected Financial and Operating InformationS-17CapitalizationS-19Description of the NotesS-20Description of the GuarantiesS-33Clearance and SettlementS-40UnderwritingS-43TaxationS-51Difficulties of Enforcing Civil Liabilities Against Non-U.S. PersonsS-59Legal MattersS-60ExpertsS-61Independent Registered Public Accounting FirmS-62 PROSPECTUS PageAbout this Prospectus2Forward-Looking Statements3Petrobras5PGF6Use of Proceeds7The Securities8Legal Ownership9Description of Debt Securities12Description of Mandatory Convertible Securities29Description of Warrants30Description of the Guaranties36Description of American Depositary Receipts37Formof Securities, Clearing and Settlement49Selling Shareholders54Plan of Distribution55Experts57Validity of Securities58Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons59Where You Can Find More Information61Incorporation of Certain Documents by Reference62 ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes thatPGF is offering and certain other matters relating to PGF and Petrobras and Petrobras’s financial condition.The second part, the accompanyingprospectus, gives more general inf