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AND PROSPECTS
The following
discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial
statements as of December 31, 2025 and 2024 and for the three years ended December 31, 2025, included in this annual report, as well
as with the information presented under “Presentation of Financial and Other Information.”
For
a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see
“Item 5. Operating and Financial Review and Prospects—A. Operating Results— Statement of Profit or Loss —Year
Ended December 31, 2024 Compared to the Year Ended December 31, 2023” on pages 99-134
of our annual report on Form 20-F for the year ended December 31, 2024.
The following
discussion contains forward-looking statements that involve risks and uncertainties and related impacts on our historical and future results
of operations and financial condition. Our actual results may differ materially from those discussed in the forward-looking statements
as a result of various factors, including those set forth in “Cautionary Statement with Respect to Forward-Looking Statements”
and “Item 3. Key Information—Risk Factors.”
Overview
Our results
of operations for the years ended December 31, 2025, 2024 and 2023 have been influenced, and our results of operations will continue to
be influenced, by a variety of factors, including:
· GDP growth in the regions where we operate, including as follows:
o Brazil’s GDP grew 2.3% in as reported by the IBGE in March 2026, as compared to 3.4% in 2024 and 3.1% in 2023, which affected the demand for our products and, consequently, our sales volume;
o the U.S. GDP grew 2.1% in 2025 as reported by U.S. Bureau of Economic Analysis in April 2026, as compared to 2.8% in 2024 and 2.5% in 2023, which affected the demand for our products and, consequently, our sales volume;
o the Euro Area’s GDP grew 1.5% in 2025, as published by Eurostat in April 2026, as compared to 0.9% in 2024 and 0.4% in 2023, which affected the demand for our products and, consequently, our sales volume;
o Mexico’s GDP grew 0.8% in 2025, as informed by INEGI in Aprl 2026, as compared to 1.4% in 2024 and 3.2% in 2023, which affected the demand for our products and, consequently, our sales volume; and
o according to the IMF, the world’s GDP is expected to expand 3.4% in 2025, as compared to 3.4% in 2024 and 3.3% in 2023; it is projected to expand 3.1% in 2026.
· the expansion or contraction of global production capacity for the products that we sell;
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· the international market price of naphtha ARA, one of our main raw materials, expressed in U.S. dollars, which has a significant impact on the cost of producing our products and which experienced a high level of volatility during the year ended December 31, 2025, fluctuating in a range between US$505 and US$654 per ton during such period, compared to fluctuation in a range between US$612 and US$710 per ton during 2024;
· the international market price of propylene in the United States, one of our main raw materials, expressed in U.S. dollars, which has a significant impact on the cost of producing our products and which experienced a high level of volatility during the year ended December 31, 2025, fluctuating in a range between US$672 and US$1,058 per ton during such period, compared to fluctuation in a range between US$860 and US$1,279 per ton during 2024;
· the average Brazilian prices of resins expressed in U.S. dollars, which fluctuate to a significant extent based on international prices for these products and which also have a high correlation to our raw material costs;
our crackers’ average
capacity utilization rates, which in 2025 were lower (4 p.p.) when compared to 2024, explained mainly by (i) the adjustments of production
levels in the face of lower demand in the period; and (ii) the scheduled maintenance shutdown at the Bahia petrochemical plant completed
in January 2026;
· government industrial policies in the countries and regions in which we operate;
· changes in the real/U.S. dollar exchange rate, including the appreciation of the real against the U.S. dollar by 11% in 2025, the depreciation of 27.9% in 2024 and the appreciation of 7.2% in 2023.
· the level of our outstanding indebtedness and fluctuations in benchmark interest rates in Brazil, which affect our interest expenses on our real-denominated floating rate debt and financial income on our cash and cash equivalents, and fluctuations in the SOFR rate, which affect our interest expenses on our U.S. dollar-denominated floating rate debt;
· the inflation rate in Brazil, which was 4.4% in 2025, as measured by the IBGE (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”), and the effects of inflation on our operating expenses denominated in reais and our real-denominated debt that is indexed to consider the effects of inflation or bears interest at rates that are partially adjusted for inflation; and
· tax policies and tax obligations.
Our financial condition and liquidity are influenced
by various factors, including:
· our ability to generate cash flows from our operations;
· prevailing Brazilian and international interest rates and movements in exchange rates, which affect our debt service requirements;
· our ability to continue to be able to borrow funds from international and Brazilian financial institutions and to sell our debt securities in the international and Brazilian securities markets, which is influenced by a number of factors discussed below, including the adverse effect of any pandemic on the world economy and our business, financial condition and results of operations;
· our capital expenditure requirements, which consist primarily of maintenance of our operating plants, expansion of our production capacity and research and development activities; and
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· the requirement under Brazilian law and our by-laws that we pay dividends on an annual basis in an amount equal to at least 25% of our adjusted net income (calculated as net income for the financial year, after absorption of accumulated losses and for reserves, including legal reserves, pursuant to applicable law, or “Adjusted Net Income”), unless our board of directors, in accordance with applicable law, reports to our annual shareholders’ meeting that the distribution would be incompatible with our financial condition at that time, provided that payment of any minimum preferred dividends is not affected. Our fiscal council must opine on any suspension of the mandatory distribution.
Recent Developments
In January 2026,
the Company became aware of the filing of a Public Civil Action by the Public Defender’s Office and the Association of Entrepreneurs
and Victims of Braskem, seeking compensation for material and moral damages allegedly suffered by entrepreneurs operating businesses in
the border area of the map. Additionally, as a preliminary injunction, the plaintiffs request the creation of an emergency support fund
for entrepreneurs, with an initial contribution of R$400 million thousand by Braskem to subsidize loans for the benefit of the entrepreneurs.
The plaintiffs assigned a value of R$2 billion to the claim. Based on the opinion of its external legal counsel, the Company classifies
the likelihood of loss in this action as possible.
In the first
quarter of 2026, the Company was notified of two new tax assessments totaling R$1.2 billion, relating to various federal taxes offset
against non-cumulative PIS and COFINS credits generated as a result of the exclusion of ICMS from the calculation bases of such contributions.
Based on the opinion of its external legal counsel, the Company assesses the likelihood of loss in these actions as possible.
On April 19, 2026, the Company received a correspondence from Novonor S.A. – Em recuperação Judicial ("Novonor"),
NSP Investimentos S.A. ("NSP Inv."), and Shine I Fundo de Investimento em Participações Responsabilidade Limitada ("FIP"),
communicating, among other matters, the execution of a Judicial Share Purchase and Sale Agreement and Other Provisions (Contrato de Compra
e Venda Judicial de Ações e Outras Avenças) entered into among Novonor, NSP Inv., the FIP, and Shine I Fundo de Investimento
em Direitos Creditórios Responsabilidade Limitada, investment funds managed by Vórtx Capital Gestora de Recursos Ltda. and
advised by IG4 Sol Ltda., regulating, among other things, the terms and conditions for the judicial sale by NSP Inv. to the FIP of common
shares and Class “A” preferred shares issued by Braskem, representing approximately 50.1% of the Company’s common shares
and approximately 34.3% of its total share capital, in exchange for specified NSP Inv debentures to be delivered by the FIP to NSP Inv. The transaction is subject to conditions precedent,
including required judicial and antitrust approvals and Petrobras’s non-exercise of its preemptive and tag-along rights, and the
buyer is required to file for registration of a public tender offer for up to all outstanding Braskem shares on the same terms as the
transaction. Upon closing, a new shareholders’ agreement between the buyer and Petrobras is expected to govern the exercise of shared
control of Braskem.
Financial Presentation and Accounting
Policies
Presentation of Financial Statements
We have prepared
our audited consolidated financial statements as of December 31, 2025, and 2024 and for each of the years ended December 31, 2025, 2024
and 2023 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting
Standards”).
Operating Segments and Presentation of Segment Financial
Data
As of December
31, 2025, our business operations were organized into three segments, which corresponded to our principal production processes, products
and services. Our reportable segments were as follows:
· our Brazil Segment, which includes:
(i) production and sale of chemicals at the petrochemical complex located in Camaçari, in the State of Bahia, or the Northeastern Complex, the Petrochemical complex located in Triunfo, in the State of Rio Grande do Sul, or the Southern Complex, the Petrochemical complex located in Capuava, in the State of São Paulo, or the São Paulo Complex and the petrochemical complex located in Duque de Caxias, in the State of Rio de Janeiro, or the Rio de Janeiro Complex;
(ii) supply of electricity and other inputs produced in these complexes to second-generation producers located in the petrochemical complexes;
(iii) production and sale of PE, including the production of PE I’m green™ bio-based from renewable resources, and PP produced by us in Brazil; and
(iv) our production and sale of PVC;
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The Brazil Segment accounted for
net revenue of R$51,774 million, including exports from Brazil, or 72% of our consolidated net revenue of all reportable segments;
· our United States and Europe Segment, which includes our production, operations and sale of polypropylene in the United States and Germany. This segment accounted for net revenue of R$16,400 million, or 23% of our consolidated net revenue of all reportable segments; and
· our Mexico Segment, which includes our production, operations and sale of ethylene, HDPE (high-density polyethylene) and LDPE (low-density polyethylene) in Mexico. This segment accounted for net revenue of R$4,103 million, or 6% of our consolidated net revenue of all reportable segments.
In 2025, 2024 and 2023, 60%, 58% and 57%
of our net revenue, respectively, related to sales performed in Brazil, and 40%, 42% and 43% of our net revenue in 2025, 2024 and 2023
was derived from our international operations.
Principal Factors Affecting Our Results
of Operations
Macroeconomic Environment in the Countries in which
we Operate and Demand for Our Products
Our sales
in Brazil and exports from Brazil represented 72% of our net revenue of all of our reportable segments in the year ended on December 31,
2025. We are significantly affected by economic conditions in Brazil and in the other countries in which we operate, and our results of
operations and financial condition have been, and will continue to be, affected by the growth or contraction rates of the GDP of Brazil,
the United States, Europe and Mexico, and by global growth or contraction rates.
The following table
shows the GDP (growth/reduction), inflation, interest rates and exchange rate data for Brazil as of and for the periods indicated.
December 31,
2025 2024 2023 2022 2021
GDP growth / reduction(1) 2.3% 3.4% 3.1% 2.9% 5.0%
Inflation (IGP-M)(2) (1.0)% 6.5% (3.2)% 5.5% 17.8%
Inflation (IPCA)(3) 4.3% 4.8% 4.6% 5.8% 10.1%
CDI rate(4) 14.9% 11.8% 11.9% 13.7% 8.8%
(Appreciation) depreciation of the real vs. U.S. dollar (11)% 27.9% (7.2)% (6.5)% 7.4%
Period-end exchange rate—US$1.00 R$5.5024 R$6.1923 R$4.8413 R$5.2177 R$5.5805
Sources:
(1) Brazilian GDP measured according
to Sistema IBGE de Recuperação Automática SIDRA.
(2) Inflation measured according to the general market price index (Índice Geral de Preços-Mercado) (IGP-M) by Fundação Getúlio Vargas.
(3) Inflation measured according to the national broad consumer price index (Índice Nacional de Preços ao Consumidor Amplo) (IPCA) by the IBGE.
(4) The CDI rate is the average of inter-bank overnight rates in Brazil (as of the last date of the respective period).
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Brazilian GDP
growth has fluctuated significantly, and we believe that it will likely continue to do so. Our management believes that the impact on
growth in Brazil will positively affect our future net revenue and results of operations, and a continued recession or low growth in Brazil
would likely reduce our future net revenue and have a negative effect on our results of operations.
According to
the IMF, the global economy is resilient and should remain stable, amid disinflation progress. The world’s GDP expanded 3.3% in
2023 and 3.4% in 2024 and is expected to reach 3.4% in 2025 and 3.1% in 2026.
Effects of Fluctuations in Exchange Rates between
the Real and the U.S. Dollar
Our results
of operations and financial condition have been, and will continue to be, affected by the rate of depreciation or appreciation of the
real against the U.S. dollar because:
· a substantial portion of our net revenue is denominated in or linked to U.S. dollars;
· our costs for our raw materials and certain catalysts required in our production processes, are incurred in U.S. dollars or are linked to U.S. dollars;
· we have operating expenses, and make other expenditures, that are denominated in or linked to U.S. dollars; and
· we have significant amounts of U.S. dollar-denominated liabilities that require us to make principal and interest payments in U.S. dollars.
Virtually, all
of our sales are of petrochemical products for which there are international market prices expressed in U.S. dollars. We generally attempt
to set prices that consider (1) the international market prices for our petrochemical products, and (2) in Brazil, variations in the real/U.S.
dollar exchange rate. As a result, although a significant portion of our net revenue is denominated in reais, substantially all
of our products are sold at prices that are based on international market prices that are quoted in U.S. dollars.
Fluctuations
in the real will affect the cost of naphtha, ethylene, propane, propylene and other U.S. dollar-linked or imported raw materials.
The prices of raw materials that are under all of Petrobras’ contracts are linked to the U.S. dollar. The pricing formula includes
a factor that adjusts the price to reflect the real/U.S. dollar exchange rate variations.
The depreciation
of the real against the U.S. dollar generally increases the production cost for our products and we generally attempt to increase
the Brazilian prices for our products in reais (to the extent possible in light of then-prevailing market conditions in Brazil),
which may result in reduced sales volumes of our products. To the extent that our price increases are not sufficient to cover the increased
costs for raw materials, our gross profit decreases. Conversely, the appreciation of the real against the U.S. dollar generally
decreases the production cost for our products and we generally decrease the Brazilian prices for our products in reais, which
may result in increased sales volumes of our products. In periods when the real/U.S. dollar exchange rate is highly volatile, there
is usually a lag between the time when the U.S. dollar appreciates or depreciates and the time when we are able to pass on increased costs,
or are required to pass on reduced costs, in reais to our customers in Brazil. These pricing discrepancies decrease when the real/U.S.
dollar exchange rate is less volatile.
Braskem can enter
into financial derivatives transactions to mitigate exchange rate risk associated with exposure to costs in reais. Those operations
can include call and put options and related strategies. For example, Braskem may apply a hedging strategy referred to as collar, which
is composed of the purchase of a put option associated with the simultaneous sale of a call option, where both options having the same
maturity. In this case, if the real depreciates and the exchange rate on the exercise date of the option exceeds the exercise
price of the call option, we may incur significant financial
losses. However, since those strategies will be implemented only for non-speculative purposes (in accordance with our financial policy),
potential losses on derivatives transactions should be offset by more competitive fixed costs in reais.
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Our consolidated
U.S. dollar-denominated indebtedness represented 93.7% of our outstanding indebtedness as of December 31, 2025, including our debt related
to Braskem Idesa. Excluding it, our consolidated U.S. dollar-denominated indebtedness represented 91.9% of our outstanding indebtedness
as of December 31, 2025.
As a result,
when the real depreciates against the U.S. dollar:
· the interest costs on our U.S. dollar-denominated indebtedness increase in reais, which adversely affects our results of operations in reais;
· the amount of our U.S. dollar-denominated indebtedness increases in reais, and our total liabilities and debt service obligations in reais increase; and
· our financial expenses tend to increase as a result of foreign exchange losses that we must record, mitigated by our decision to designate, on May 1, 2013, October 10, 2017, February 1, 2019, May 2, 2019, November 1, 2019, January 2, 2020, March 1, 2021, September 1, 2022, October 1, 2023, November 1, 2024, April 30, 2025 and July 1, 2025 as part of our U.S. dollar-denominated liabilities as a hedge for our future exports. This hedge program was prospectively discontinued as of December 2025.
Export sales
and sales by our United States and Europe Segment, which enable us to generate receivables payable in foreign currencies, tend to provide
a hedge against a portion of our U.S. dollar-denominated debt service obligations, but they do not fully match them. To minimize our accounting
foreign exchange exposure, we apply hedge accounting, in accordance with IFRS 9.
We designate
certain derivative financial instruments and financial liabilities of debt denominated in US dollar as hedging instruments to protect
against cash flow variability. Cash flow hedges are intended to protect against exposure to cash flow variability that is attributable
to foreign exchange risk associated with future sales, considered highly probable at the time of designation. As the items subject to
hedge affect profit or loss, the effective portions of the hedging strategy accumulated in the hedge reserve are reclassified to profit
or loss at the same time the object is recognized. Given the substantial doubt about our ability to continue as a going concern, Management
reassessed, for accounting purposes, the fulfillment of the “highly probable transactions” criterion required under IFRS 9
for the continuation of its hedge accounting program, which resulted in the prospective discontinuation, as of December 31, 2025, of the
hedge accounting related to certain future revenues of Braskem S.A.
The real/U.S.
dollar exchange rate varied significantly over time. The real depreciated against the U.S. dollar from mid-2011 to early 2016,
and again from early 2018 to 2020. As of December 31, 2020, the real/U.S. dollar exchange rate reported by the Central Bank was
R$5.1967 per US$1.00, as of December 31, 2021, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.5805 to
US$1.00, as of December 31, 2022, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.2177 to US$1.00, as of
December 31, 2023, the real/U.S. dollar exchange rate reported by the Central Bank was R$4.8413 to US$1.00 as of December 31, 2024,
the real/U.S. dollar exchange rate reported by the Central Bank was R$6.1923 to US$1.00 and as of December 31, 2025, the real/U.S.
dollar exchange rate reported by the Central Bank was R$5.5024 to US$1.00. There can be no assurance that the real will not depreciate
or appreciate further against the U.S. dollar.
Effects of Brazilian Inflation
Brazilian inflation
affects our financial performance by increasing some of our operating expenses denominated in reais (and not linked to the U.S.
dollar). A significant portion of our cost of products sold, however, are denominated in or linked to the U.S. dollar and are not substantially
affected by the Brazilian inflation rate. Some of our real-denominated debt is indexed to take into account the effects of inflation.
Under this debt, the principal amount generally is adjusted with reference to the Extended National Consumer Price Index (Índice
Nacional de Preços ao Consumidor Amplo, or “IPCA”), an inflation index, so that inflation results in increases in
our financial expenses and debt service obligations. In addition, a portion of our real-denominated debt bears interest at the
CDI rate, which is partially adjusted for inflation.
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Effect of Sales outside Brazil on Our Financial
Performance
We have significant
production capacity located outside of Brazil from our plants located in the United States, Germany, and Mexico.
During the year
ended December 31, 2025, 39.9% of our net revenue was derived from sales of our products outside Brazil as compared to 42.3% during 2024
and 43.2% during 2023.
Sales outside
Brazil are important to us for diversification purposes in relation to regional supply and demand balance, macroeconomic factors, and
the political environment. In line with our strategy, sales outside Brazil affect our financial performance by hedging our operations
against risks linked to Brazil.
In
2025, the world economy was impacted by a combination of protectionism, tariff wars, and persistent trade tensions, which reinforces global
uncertainty. The year was marked by tariff increases in the United States, resulting in greater trade tensions, raising operating costs,
fragmenting global supply chains and reducing investments. At the same time, the international scene continued to be pressured by conflicts
such as the conflict involving Russia and Ukraine and the conflict between Israel and Gaza. This combination of factors has intensified
global economic fragmentation, put pressure on financial markets, and limited growth potential.
Petrochemical Cycles and Disruptive Scenarios
Historically,
the global petrochemical market has experienced alternating periods of limited supply, leading to the increase of global prices and profit
margins, followed by periods of capacity additions, which puts downward pressure on utilization rates, global prices, and consequently
operating margins, until demand catches up again, with new levels of product availability. This economic scenario is known as the petrochemical
cycle.
Sales of petrochemicals
and chemical products are linked to the global demand and production levels (supply x demand), which may be affected by macroeconomic
factors, such as interest rates, oil prices, shifts to alternative products, innovation, consumer trends, regulatory and legislative oversight
requirements, trade agreements, as well as disruptions, pandemics, or other global events. Therefore, our results are influenced not only
by our activities but also by the industry and macroeconomic scenarios, over which we have no control, and which may adversely affect
our results of operations.
However, sometimes
new opportunities emerge from externalities, such as the shift in consumer behavior. An example derived from COVID-19 is that, from 2020
to 2022, a large part of the population shifted to home-office working, and therefore, increased the demand for several segments, such
as packaging, healthcare, and construction. We believe that this outcome resulted in a less pronounced downward movement in the petrochemical
industry.
These cyclical
trends in international selling prices and operating margins, relating to global capacity shortfalls and additions, will likely persist,
mostly due to the continuity of four general factors:
· cyclical trends in general business and macroeconomic activity produce swings in demand for petrochemicals;
· during periods of reduced demand, the high fixed cost structure of the petrochemicals industry generally leads producers to compete aggressively on price in order to maximize capacity utilization;
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· significant capacity additions, whether through plant expansion or construction, can take three to four years to be implemented and are therefore necessarily based upon estimates of future demand; and
· as competition in petrochemical products is, in most cases, focused on commodities prices, being a low-cost producer is critical to improved profitability. This favors producers with larger plants that maximize economy of scale, but construction of plants with high capacity may result in significant increases in capacity that can outstrip demand growth for a period of time.
During 2025,
three structural changes or supply shocks have impacted the global market dynamics, namely: (i) the competitiveness of natural gas and
ethane in the United States and the Middle East, which boosted ethane-based PE production and reduced naphtha's market share; (ii) China’s
pursuit of self-sufficiency, aiming to lead global supply chains and integrate refineries, creating an oversupply in the industry; and
(iii) the reconfiguration of refineries, especially in Europe, reducing global naphtha supply which has impacted and may continue to impact
the cost of naphtha moving forward. These shocks, combined with slower-growing global demand, have resulted in a surplus of products,
especially in China, the United States, and the Middle East, which impacted and continues to significantly impact the margins of the petrochemical
industry.
In the long-term,
the trend is for the down cycle to soften and eventually turn into an upcycle again, as the industry waits to make decisions on new investments
while global trade rebalances, and the world demand absorbs new capacity. Additionally, projects that are announced to start up further
into the future have a greater chance of being postponed or cancelled, as the scenario may change, feedstocks may become less advantageous,
and cash cost curves may shift.
Effects of Fluctuations in Naphtha, Ethane, Propane
and Propylene Prices
Fluctuations
in the international market price of naphtha have significant effects on our costs of goods sold and the prices that we are able to charge
our customers for our first and second-generation products. Political instability in the Middle East or similar events that may occur,
including the military conflict between Russia and Ukraine and, more recently, the conflicts involving Hamas, Israel and Hezbollah, and
other conflicts in the Middle East, may lead to unpredictable effects on the global economy or the economies of the affected regions.
These events have had and may continue to have negative impacts on oil production and price volatility, consequently driving naphtha and
petrochemical prices higher worldwide.
The price of ethane
and propane in the Mont Belvieu region in Texas and Henry Hub in the United States are used as a reference for our feedstock costs. Any
future developments that affect the U.S. supply/demand balance for natural gas may adversely affect the Mont Belvieu and Henry Hub price
of natural gas (and thus ethane, propane and butane) and increase our production costs or decrease the price of petrochemical products.
External factors and natural events such as hurricanes, harsh winters or industry developments, such as shale gas exploration, may disrupt
the supply of natural gas, thereby increasing the cost, which may materially adversely affect our cost of products sold and results of
operations.
The price of propylene
is based on the US reference and is determined by three different processes: (i) refineries production (FCC – Fluidized Catalytic
Cracking), steam cracking, and on-purpose production (PDH – Propane Dehydrogenation), since refineries are the major source of
propylene in the United States; however, (ii) refineries can use propylene to make a few different products. Their desire to sell propylene
on the open market depends on demand and price for gasoline along with a few other chemicals. For the steam cracker process, propylene
is a co-product derived from the ethane, propane, and butane cracking processes, whose price dynamics correlate to the price of crude
oil; and/or (iii) natural gas, as explained above. Steam cracker feedstock choice has a significant effect on propylene supply to the
market since its volume production is different for each feedstock. During the last few years, ethane has been the main feedstock, due
to its lower price and to the high polyethylene demand. For the PDH process, propane prices play an important role in propylene pricing,
but it mostly sets the price floor, not the ceiling. This is because PDHs are the marginal propylene producer. The price ceiling is determined
by the ability to sell propylene products, domestically and internationally.
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Effects on Cost of Products Sold
Naphtha is the
principal raw material used by our chemicals operations that are part of our Brazil Segment. Naphtha and condensate accounted for 35%
of our consolidated cost of products sold during 2025.
The cost of
naphtha varies in accordance with international market prices, which fluctuate depending upon the supply and demand for oil and other
refined petroleum products. We purchase naphtha under long-term supply contracts with Petrobras, and we import naphtha from other suppliers
through our terminal at Aratu, in the State of Bahia and Petrobras’ terminal at Osório, in the State of Rio Grande do Sul.
The prices that we pay for naphtha under these arrangements, other than our supply contract with Petrobras, are based on the Amsterdam-Rotterdam-Antwerp
(ARA) market price for naphtha. As a result, fluctuations in the ARA market price for naphtha have had a direct impact on the cost of
our first-generation products.
Our contracts
with Petrobras provide for naphtha prices based on ARA quotations. The volatility of the quotation of this product in the international
market, the real/U.S. dollar exchange rate, and the level of carbon disulfide, a contaminant of the naphtha that is delivered,
also influence the price of naphtha that we purchase from Petrobras. We believe that these contracts have reduced the exposure of the
cost of our first-generation products to fluctuations in the ARA market price for naphtha.
The international
price of naphtha has fluctuated significantly in the past, and we expect that it will continue to do so in the future. Significant increases
in the price of naphtha and, consequently, the cost of producing our products, generally reduce our gross margins and our results of operations
to the extent that we are unable to pass all of these increased costs on to our customers and may result in reduced sales volumes of our
products. Conversely, significant decreases in the price of naphtha and, consequently, the cost of producing our products, generally increase
our gross margins and our results of operations and may result in increased sales volumes if this lower cost leads us to lower our prices.
In periods of high volatility in the U.S. dollar price of naphtha, there is usually a lag between the time that the U.S. dollar price
increases or decreases and the time that we are able to pass on increased, or required to pass on reduced, costs to our customers in Brazil.
These pricing discrepancies decrease when the U.S. dollar price of naphtha is less volatile.
We do not currently
hedge our exposure to changes in the prices of naphtha because a portion of our sales are exports payable in foreign currencies and linked
to the international market prices of naphtha and also because the prices of our polyethylene, polypropylene and PVC products sold in
Brazil generally reflect changes in the international market prices of these products.
The hedge strategy
is focused on mitigating short-term price volatility and temporary dislocations that may affect specific purchases not contracted on a
monthly average basis through swap transactions. These exposures are converted into a monthly average pricing structure, reducing sensitivity
to intramonth price fluctuations and episodic market movements.
Effects on Prices of Our Products
In Brazil, the prices
we charge for many of our chemical products and thermoplastic resins in general are determined by international references linked to the
contract prices for these products. Prices for second-generation products exported from Brazil are generally based on international spot
market prices. We set the prices for products sold in the United States and Europe based on market pricing in such regions. The price
for PE in Mexico is based on prices in the U.S. Gulf Coast region.
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We negotiate the
prices in reais for part of our products, principally polyethylene, polypropylene and PVC, on a monthly basis with our domestic
customers. We attempt to revise our prices to reflect (1) changes in the international market prices of these products, which tend to
fluctuate in tandem with naphtha prices, especially for polyethylene, and (2) the appreciation or depreciation of the real against
the U.S. dollar. However, during periods of high volatility in international market prices or exchange rates, we are sometimes unable
to fully reflect these changes in our prices in a prompt manner.
The international market
prices of our petrochemical products have fluctuated significantly, and we believe that they will continue to do so. Volatility of the
price of naphtha and the price of petroleum have effects on the price competitiveness of our naphtha-based crackers and our resins. Because
pricing trends for naphtha and ethane have diverged in recent years to a greater extent than has been the case historically, producers
of ethylene and resin products derived from ethane generally have experienced lower unit raw material costs than naphtha-based producers
of these products. As a consequence, significant increases in the pricing differential between naphtha and gas, as a consequence of higher
oil prices, increases the competitiveness of products derived from ethane and may result in an effect on our results of operations to
the extent that we are able to maintain our operating margins and increased prices do not reduce pressure in the international markets.
Significant increases
in the international market prices of our petrochemical products and, consequently, the prices that we are able to charge, generally increase
our net revenue and our results of operations due to increased sales volumes of our products. Conversely, significant decreases in the
international prices of our petrochemical products, and, consequently, the prices that we charge, generally reduce our net revenue and
our results of operations if we are unable to increase our operating margins or these reduced prices do not result in increased sales
volumes of our products.
Capacity Utilization
Our operations
are capital-intensive. Accordingly, to obtain lower unit production costs and maintain adequate operating margins, we seek to maintain
a high capacity utilization rate at all of our production plants.
The table below
sets forth capacity utilization rates with respect to the production plants for some of our principal products for the periods presented:
Year Ended December 31,
2025 2024 2023
Ethylene Brazil 68% 72% 71%
PE Brazil 68% 73% 72%
PP Brazil 68% 75% 73%
PVC Brazil 60% 65% 70%
PP United States and Europe 74% 74% 81%
PE Mexico 64% 78% 77%
In 2025, the average
utilization rate of petrochemical crackers in Brazil decreased compared to 2024, mainly due to (i) the decrease of production levels
to meet lower demand during the period; and (ii) a scheduled maintenance shutdown at the Bahia Petrochemical Complex, completed in January
2026. In the United States and Europe segment, the average utilization of PP plants remained consistent with 2023. Compared to 2024,
the utilization rate of PE plants in Mexico was lower, mainly due to the scheduled general maintenance shutdown at the Braskem Idesa
petrochemical plant during the second and third quarters of 2025. In 2025, the average supply of ethane was approximately 41 thousand
barrels per day, lower than the volume supplied in 2024 (50 thousand barrels per day), mainly due to the scheduled maintenance shutdown
of the Braskem Idesa petrochemical plant in 2025. The average supply of ethane by Pemex was approximately 17 thousand barrels per day.
Braskem Idesa imported an average of approximately 16 thousand barrels of ethane from the United States through the Fast Track Solution.
Additionally, in 2025, the ethane import terminal began operating in the third quarter of 2025, with an initial supply capacity of 8
thousand barrels of ethane annually.
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In 2024, the
average utilization rate of petrochemical crackers in Brazil remained in line with 2023, mainly due to the normalization of operations
after the scheduled maintenance shutdown at the Bahia Petrochemical Complex in the fourth quarter of 2023, partially offset by the shutdown
of operations at the Triunfo Petrochemical Complex, in Rio Grande do Sul, due to the extreme weather event that hit the state in the second
quarter of 2024. In the United States and Europe segment, year over year, the utilization rate was lower mainly due to: (i) scheduled
maintenance shutdowns at the plants in Europe and at one plant in the United States; and (ii) the unscheduled maintenance shutdown at
a plant in the United States during the first quarter of 2024, lasting approximately one month, and the unscheduled maintenance shutdowns
at the plants in Europe during the fourth quarter of 2024. Compared to 2023, the utilization rate of PE plants in Mexico was higher, reaching
the highest annual utilization rate since 2017 due to the higher availability of ethane. In 2024, the average supply of ethane was approximately
50 thousand barrels per day, higher than the volume supplied in 2023 (49.5 thousand barrels per day). The average supply of ethane by
Pemex was approximately 29 thousand barrels per day, below the minimum contractual volume. Braskem Idesa imported an average of approximately
21.1 thousand barrels of ethane from the United States through the Fast Track Solution.
In 2023, the
average utilization rate of petrochemical crackers in Brazil was impacted by: (i) production adjustments due to weaker global demand for
our products; and (ii) the scheduled maintenance shutdown at the petrochemical complex in Bahia. In Mexico, the utilization rate was higher
by 4pp compared to 2022, as a result of increased volume of ethane supplied by PEMEX, which reached 32.2 thousand barrels per day on average
for the year, representing an increase of 16% compared to 2022.
Effects of Brazilian Industrial Policy
The Brazilian
government has a significant influence in some sectors of the domestic economy, including the petrochemical sector in which we operate.
The Brazilian government has adopted, or is considering adopting, measures to boost the competitiveness of domestic companies, as described
below. Moreover, the sector is highly regulated in Brazil.
SUDENE – Income Tax Reduction
Since 2015,
Braskem obtained a tax benefit with the effect of reducing 75% of CIT on income from the following industrial units: (i) PVC and chlor-alkali
(cloro soda) units, established in the state of Alagoas; and (ii) Chemicals, PE, and PVC, established in the city of Camaçari (BA).
It benefits legal entities with projects for the implementation, modernization, or expansion of industrial enterprises. The benefit can
be used for a period of ten years. The tax benefit for the units in Camaçari (BA) has been successfully renewed for an additional
ten-year period, extending the benefits through 2033. The other units are under a process to renew the tax benefit. In 2025, the operations
in Brazil recorded tax losses, therefore the benefit was not available for use.
PRODESIN – ICMS Tax Incentive
Braskem has
ICMS tax incentives in the state of Alagoas, through the state of Alagoas Integrated Development Program, or PRODESIN, valid until December
2026, which aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes.
In 2025, the amount was R$57.6 million (R$28.3 million in 2024). As PRODESIN is considered an investment subsidy, it was allocated to
our tax incentive reserve, pursuant to the Brazilian Corporate Law.
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REIQ – PIS/COFINS Tax Incentive and PRESIQ
In 2013, the
Brazilian government approved a PIS and COFINS tax rates on raw material purchases by first and second-generation producers in the chemical
industry referred to as REIQ. This measure aimed to restore the competitiveness of the industry, which was weakened by factors related
to infrastructure, productivity, feedstock, and energy costs, as well as exchange rate volatility, which contributed to the chemical industry’s
trade deficit. According to ABIQUIM (Brazilian Chemical Industry Association), this deficit ended 2025 at approximately US$56.4 billion).
Between 2013
and 2015, the REIQ benefit rate was set at 8.25%, and, after after subsequent reductions , it remained at 3.65% for an indefinite period.
In 2021, however, the Federal Government revoked the REIQ, without prior notice. Subsequently, demonstrating the importance of the chemical
industry to Brazil's socio-economic development, the sector and the Congress ensured that REIQ was reinstated with decreasing rates through
the end of 2026. In 2023, the benefit rate was set at 1.46%, and for 2024 and through February 2026 the benefit rate was 0.73%. For the
year ended December 31, 2025, the Company fully achieved all the conditions established under the decree recognized R$246.0 million in
profit or loss related to this tax benefit.
By the end of
2025, the Brazilian Congress, considering the challenging conditions faced by the sector in Brazil and noting that several countries have
supported their chemical industries through public policies, approved a bill creating a new incentive program for the sector, called PRESIQ,
in light of the expected extinction of the taxes underlying REIQ (PIS and COFINS) in 2026 due to Brazil’s consumption tax reform.
PRESIQ consists of a financial credits to the sector totaling R$15,000 million from 2027 through 2031, covering both industrial and investment
modalities.
Braskem has
also secured approval for projects under REIQ (“REIQ Investments”), granting an additional tax incentive of 1.5%, linked to
investments aimed at expanding production capacity. We have started reporting these incentives through an ancillary obligation known as
DIRBI. Based on data submitted to the Brazilian Federal Revenue Service in 2025, the total net benefit from REIQ Investments amounted
to R$583.2 million.
Additionally,
on March 20, 2026, Complementary Law No. 228 was published, providing for an increase in the REIQ benefit from 0.73% to 5.8%, applicable
from March through December 2026 corresponding to PIS/COFINS credits, levied on feedstock for the chemical and petrochemical industries,
which may be offset against federal taxes. However, since April 2026, the credit rate has been 5.22%, subject to a 10% reduction as provided
for under the applicable legislation, and it should remain until the end of the regime.
Reintegra
In December
2011, the Brazilian government implemented the “Reintegra” program, to improve the competitiveness of Brazilian manufacturers
in the export markets by refunding federal taxes levied on their export sales. As a result of this incentive, exports of third generation
products by Brazilian companies have increased. The Reintegra program currently provides a refund rate of 0.1%. However, this regime will
be discontinued at the end of 2026 as a result of Brazil’s consumption tax reform. For the year ended December 31, 2025, the Company
recognized R$8.4 million in profit or loss related to this tax credit.
Import Tariffs at Local Ports
Historically,
tariffs on imports have been set by the Brazilian federal government. However, in recent years, some Brazilian states have established
tax incentives to attract imports to local ports in order to increase revenue and develop the local infrastructure of such ports, mainly
through the granting of discounts on the ICMS tax rates that would be due to such states. Industry leaders and labor associations allege
that such laws create subsidies for imported products, which would harm the Brazilian market.
On January 1, 2013,
the legislation came into force that reduces the maximum rate of ICMS to be charged by the states from 12.0% to 4.0% on interstate sales
of raw materials and other imported goods or that have a share of imports greater than 40.0%. With limited exceptions, the rate of 4.0%
is not applicable to imported goods without a domestic equivalent, to goods produced in accordance with the basic production processes
and to operations that send gas imported from abroad to other states. As a result, the current tax incentives offered by some Brazilian
states to attract imports of products in the form of a discount on the ICMS tax rates that would otherwise be due have become less attractive.
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Pricing and Tariffs
We set prices
for ethylene, the principal first generation petrochemical product that we sell to third-party second-generation producers, by reference
to international market prices. See “Item 4. Information on the Company—Brazil Segment—Sales and Marketing of Our Brazil
Segment.” Prices paid by second generation producers for imported first generation petrochemical products partly reflect transportation
and tariff costs. We establish the prices of ethylene by-products, such as butadiene, by reference to several market factors, including
the prices paid by second generation producers for imported products. Prices paid for such imports also reflect transportation and tariff
costs.
The Brazilian government
has used import tariffs to implement economic policies. As a result, import tariffs imposed on petrochemical products have varied in the
past and may vary in the future. Until September 2024, the import tax applied to Braskem resins was 12.6%, according to the TEC level.
Adjustments of tariffs
could lead to increased competition from imports and cause us to lower our domestic prices and impact the demand for our products, which
would likely result in lower net revenue and could negatively affect our overall financial performance. Additionally, the products we
export to the United States and Europe are subject to tariffs in the amount of 6.5% in each jurisdiction, subject to certain preferences.
These tariffs generally balance the level of competition of our products produced locally and any future adjustments to these tariff structures
could negatively impact our sales in these jurisdictions. Future trade agreements entered into by Brazil, the Mercosur, the United States
or the European Union could also lead to increased competition from imports and lower domestic prices.
Imports and exports
within the free trade area in South America (Southern Common Market), or Mercosur, which is composed of Argentina, Brazil, Paraguay, and
Uruguay, have not been subject to tariffs since December 2001. Imports of suspension PVC from Bolivia, Chile, Colombia, Cuba, Ecuador,
Israel, Peru, and Venezuela are not subject to tariffs, due to a number of trade agreements. Imports of suspension PVC from Mexico to
reduced tariffs of 80% of MFN, due to trade agreements.
Measures applied in 2025
The Executive
Management Committee ("Gecex") of the Foreign Trade Chamber ("Camex") approved the temporary increase of the import
tax from 12.6% to 20%, by including the following products in the Camex List of Temporary Tariff Increases due to Conjunctural Trade Imbalances:
(i) PE Resins:
· Polyethylene with a density of less than 0.94, without fillers (NCM 3901.10.10)
· Other polyethylene without fillers, density >= 0.94, in primary forms (NCM 3901.20.10)
· Other copolymers of ethylene and vinyl acetate, in primary forms (NCM 3901.30.10)
· Copolymers of ethylene and alpha-olefin, with a density of less than 0.94 (NCM 3901.40.10)
(ii) PP Resins:
· PP without fillers, in primary form (NCM 3902.10.20)
· Copolymers of propylene, in primary forms (NCM 3902.30.00)
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(iii) PVC Resin:
· PVC, not mixed with other substances, obtained by suspension process (NCM 3904.10.10)
· This measure was initially valid from October 15, 2024, to October 14, 2025. In 2025, the sector requested the renewal of the tariff increase, and Gecex approved the extension of the measure until October 2026.
Trade Remedies
Since the 1990s,
imports of suspension PVC from the United States and Mexico have been subject to anti-dumping duties of 16.0% and 18.0%, respectively,
that were imposed by the Brazilian Foreign Trade Chamber (Câmara de Comércio Exterior, or “CAMEX”). The duties
imposed on imports from the United States and Mexico were revised in 2022 by the Brazilian government, which decided to extend until 2027
the application of anti-dumping duties for imports from the United States with an ad valorem rate reduced to 8.2%, and from Mexico at
the rate of 13.6%, but with an immediate suspension of the application of anti-dumping duties for imports from Mexico. In June 2023, the
Brazilian Department of Commercial Defense (DECOM) initiated a review of the anti-dumping duty applied to Brazilian imports of suspension
PVC originating from the United States due to a change in circumstances that could lead to an increase in the applied antidumping duties.
At the end of the investigation, the Brazilian authority concluded that the antidumping measure of 8.2% was not sufficient to neutralize
the practice of dumping on PVC imports from the United States and decided to increase the duty to 43.7%, as published in Gecex Resolution
No. 737 of May 28, 2025. The measure remains in force until September 19, 2027
Since 2008,
imports of suspension PVC from China have also been subject to anti-dumping duties of 21.6%. Such duties had been temporarily suspended
in August 2020 but were reinstated in September 2021. In August 2025, the Brazilian government initiated a review of the anti-dumping
duty on PVC from China to investigate the likelihood of recurrence of injury and dumping should the measure be terminated. The review
was requested by Braskem and is expected to be concluded by August 2026. During the investigation period, the anti-dumping duty of 21.6%
remains in effect.
Imports of suspension
PVC from South Korea were subject to anti-dumping duties ranging between 0% and 18.9%, depending on the producer, between 2008 and August
2020, when they were terminated.
Additionally,
in December 2010, CAMEX imposed an anti-dumping duty of 10.6% on PP imports from the United States, which was extended in November 2016
and later in October 2022. In this final review, the Brazilian government decided to extend the duties applied on imports of PP from the
United States until 2027, but with an immediate suspension of the application of the anti-dumping duties. Later, in February 2024, the
Brazilian government decided to reapply the antidumping duties applied on imports of PP from the United States at an ad valorem rate of
10.6%.
In August 2014,
the Brazilian government also imposed anti-dumping duties on PP imports from South Africa, India and South Korea of 16.0%, 6.4% to 9.9%,
and 2.4% to 6.3%, respectively. In December 2020, the Brazilian government extended the anti-dumping duties imposed on PP imports from
India, reduced the anti-dumping duties for South Africa to a range from 4.6% to 16% and terminated the duties applied against South Korea.
In December 2025, the Brazilian government initiated a review of the anti-dumping duty on PP from South Africa and India to investigate
the likelihood of recurrence of injury and dumping should the measure be terminated. The review was requested by Braskem and is expected
to be concluded by December 2026. During the investigation period, the anti-dumping duties currently applied remain in effect.
In November
2024, the Brazilian Department of Commercial Defense (DECOM) initiated an original investigation to determine the existence of dumping
in exports of polyethylene resins from the United States and Canada to Brazil, classified under subheadings 3901.10.30, 3901.20.29, and
3901.40.00 of the MERCOSUR Common Nomenclature (NCM), and the resulting injury to the domestic industry from such practices. The investigation
process may last up to 18 months.
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In August 2025,
DECOM published a preliminary determination of the investigation, recommending the application of a provisional anti-dumping duty for
six months to contain the injury to the domestic industry during the investigation. Consequently, the provisional antidumping duty was
applied starting on August 29, 2025, and will remain in effect for six months. This measure imposes an antidumping duty of US$238.49 per
metric ton on imports of polyethylene originating from Canada and US$199.04 per metric ton on imports originating from the United States.
Effect of Level of Indebtedness and Interest Rates
As of December
31, 2025, our total outstanding consolidated indebtedness (includes borrowings and debentures), was R$66,128 million (US$12,018 million),
including R$14,308 million (US$2,600 million) related to Braskem Idesa. The level of our indebtedness results in significant financial
expenses that are reflected in our statement of profit or loss. Financial expenses consist of interest expense, exchange variations of
U.S. dollar and other foreign currency-denominated debt, foreign exchange losses or gains, and other items as set forth in note 29 to
our audited consolidated financial statements. In the year ended December 31, 2025, we recorded total financial expenses of R$6,802 million,
mainly associated with: (i) R$4,945 million of interest expenses; (ii) R$861 million related to adjustment to present value – appropriation;
and (iii) R$305 million related to interest expenses on leases.
In addition,
in the year ended December 31, 2025, we recorded a positive result of R$3,474 million in derivatives and exchange rate variations, net
in connection with foreign exchange variation on our financial assets and liabilities and results with derivatives. The interest rates
that we pay depend on a variety of factors, including prevailing Brazilian and international interest rates and our risk assessments,
our industry and the Brazilian economy made by our potential lenders, potential purchasers of our debt securities and the rating agencies
that assess us and our debt securities.
Effect of Taxes on Our Income
We are subject
to a variety of generally applicable federal and state taxes in multiple jurisdictions on our operations and results. We are generally
subject to Brazilian federal income tax at 25% (including surtax), combined with Social Contribution on Net Income (Contribuição
Social Sobre o Lucro Líquido, or “CSLL”) at 9%, totalizing a nominal rate of 34%, which is the standard corporate
tax rate in Brazil.
We have available
certain federal tax exemptions based upon federal law that offers tax incentives to companies that locate their manufacturing operations
in the Brazilian states of Bahia. These exemptions represent a 75% reduction of our tax burden, and, as a result, we are entitled to pay
25% of the statutory income tax rate on the profits arising from the sale of polyethylene, basic chemicals and PVC manufactured at one
of our plants in the Northeastern Complex (State of Bahia) until 2033. The exemption of 75% of income tax rate combined with CSLL at 9%,
entitles us to pay only 44.9% of the 34% standard corporate tax rate on the profits arising from products manufactured at these plants.
Income tax loss
carryforwards available for offset in Brazil do not expire. However, the annual offset is limited to 30% of our adjusted net taxable basis
profit. This limit also affects CSLL.
The consolidated
amount includes the impact from the different tax rates in countries where foreign subsidiaries are located, which as of December 31,
2025, were as follows:
· Braskem Europe (Germany): 31.33% (including surcharges);
· Braskem America and Braskem America Finance (United States): 21% + sales tax;
· Braskem Argentina (Argentina): 35%;
· Braskem Petroquímica Chile (Chile): 27%;
· Braskem Netherlands, Braskem Netherlands Finance and Braskem Netherlands Inc. and Other Dutch Companies (The Netherlands): 25.8%;
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· Braskem Idesa, Braskem Idesa Serviços, Braskem México, Braskem México Serviços and Braskem México Sofom (Mexico): 30%; and
· Braskem India (India): 25% (including surcharges).
In addition,
the introduction of a global minimum tax at a rate of 15% under the Two-Pillar Solution, agreed upon by over 135 jurisdictions under the
Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS), brings
an additional tax impact on countries in which the effective tax rate is below 15%. Depending on results per business segments, an additional
tax (qualified domestic minimum top-up tax) might be applicable to specific countries and/or there may be a pick-up by the country of
Group Ultimate Parent Entity (Income Inclusion Rule).
The consolidated
amount also includes the impact of taxation on universal bases, which was introduced in Brazil by articles 76 and 77 of Law No. 12,973/2014.
This law determines that positive portions of results earned by subsidiaries abroad will be computed in the corporate income tax (Imposto
de Renda da Pessoa Jurídica, or “IRPJ”) calculation base and CSLL in Brazil on an individual basis. In case the
subsidiary has previous losses, these may be deducted up to the amount of the calculated profit, therefore, the taxpayer is obliged to
inform the tax authority of the accumulated losses in the annual corporate income tax return.
All profits
earned by the subsidiaries described above are subject to IRPJ and CSLL taxation in Brazil, except for profits earned by subsidiaries
headquartered in countries with which Brazil has a treaty to avoid double taxation. Profits earned by companies headquartered in those
countries will only be taxed when distributed to their respective controlling entities.
In addition,
the universal basis taxation mechanism also allows the use, as a tax credit, of the tax that was proven to be paid by subsidiaries abroad
(including the Pillar Two tax provision paid abroad, as introduced by Law No. 15,079/2024) limited to the tax due on the profit of the
subsidiary in Brazil at the rate of 34%. In addition, the legislation also allows that, until 2024, the parent company in Brazil can apply
a presumed tax credit at 9.0% on the profit earned by subsidiaries abroad that have industrial activity. Braskem applies this mechanism
to its subsidiaries Braskem Europe GmbH, Braskem America Inc. and Braskem Idesa SAPI.
Our export sales
are currently exempt from (1) PIS – Contribution to the Social Integration Plan, (2) COFINS – Contribution for Social Security
Financing, a federal value-added tax, (3) IPI, a federal excise tax on industrialized goods, and (4) ICMS, a state value-added tax on
sales and services.
In the year ended December 31, 2025,
management reassessed the recoverability of the deferred tax assets of the Company and its subsidiaries, in accordance with IAS 12, considering
all available evidence, positive and negative, on the existence of future taxable profits sufficient to realize the credits recorded.
This process included, among others, the analysis of the recent history of results, the performance projections contained in the approved
business plan, the expiration date of tax losses and the applicable tax planning strategies. Thus, in the year ended December 31, 2025,
deferred tax assets were written off in the amount of R$11,107 million, with an effect of R$8,759 million on the year’s income and
R$2,348 million on comprehensive income
Brazil Tax Reform
The new regulatory
framework for consumption taxation in Brazil aims to simplify the tax system for transactions involving the sale of goods and services,
with significant implications for the petrochemical industry. This reform, established by Constitutional Amendment No. 132 at the end
of 2023, was followed by the approval of regulatory legislation in late 2024. The federal consumption tax reform is expected to enter
a testing phase in 2026 and take full effect in 2027. Meanwhile, the implementation of the state and municipal consumption taxes will
follow a gradual transition period from 2029 to 2032.
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Our management
is conducting studies to assess the impacts of this reform and is proactively working to prepare for its implementation. The reform is
anticipated to bring indirect benefits to the industry, including a simplified tax system, the ability to claim tax credits on all taxable
purchases of goods and services—not just on raw materials—and streamlined internal processes. However, there is an expectation
of a gradual reduction in tax incentives as the new framework takes effect, which we are evaluating to fully understand its implications.
Statement of Profit or Loss
The discussion
of the results of our segments is based upon financial information reported for each of the segments of our business, as presented in
the following tables, which set forth the results of each of our segments and the reconciliation of these results of our segments to our
consolidated results of operations. This segment information was prepared on the same basis as the information that our Chief Operating
Decision Maker uses to allocate resources among segments and evaluate their performance. We evaluate and manage the performance of our
segments based on information generated from our accounting records maintained in accordance with IFRS Accounting Standards as issued
by the International Accounting Standards Board (“IFRS Accounting Standards”).
The
discussion summarizing the significant factors affecting the results of operations for the year ended December 31, 2025, can be found
in Part I, “Item 5. Operating and Financial Review and Prospects” of this annual report.
Year Ended December 31, 2025
Net revenue Cost of products sold Gross profit Selling, general and distribution expenses Results from equity investments Other operating income (expense), net Profit (loss) before net financial expenses and taxes
(in millions of reais)
Brazil 51,774 (48,651) 3,123 (1,914) 0 1,423 2,632
United States and Europe 16,400 (16,279) 121 (1,081) 0 242 (718)
Mexico 4,103 (6,200) (2,097) (664) 0 370 (2,391)
Total 72,277 (71,130) 1,147 (3,659) 0 2,035 (477)
Other (1) 1,197 (587) 610 13 9 (288) 344
Corporate unit 0 0 0 (1,784) 0 273 (1,511)
Reclassifications and eliminations(2) (2,757) 2,556 (201) 163 0 (125) (163)
Consolidated 70,717 (69,161) 1,556 (5,267) 9 1,895 (1,807)
(1) Represents income (expenses) of Braskem that are not allocated to any particular segment.
(2) Eliminations consist primarily of inter-segment sales.
In the following
discussion, references to increases or declines in any period are made by comparison with the corresponding prior period, except as the
context otherwise indicates.
Year Ended December 31, 2025, Compared with Year Ended December
31, 2024
The following
table sets forth our consolidated financial information for the years ended December 31, 2025, and 2024.
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2025 2024 % Change
(in millions of reais)
Net revenue 70,717 77,411 (9%)
Cost of products sold (69,161) (71,414) (3%)
Gross profit 1,556 5,997 (74%)
Income (expenses):
Selling and distribution (2,067) (1,991) 4%
Reversal of (loss for) impairment of trade accounts receivable and others from clients (125) 108 (216%)
General and administrative (2,615) (2,639) (1%)
Research and development (460) (463) (0%)
Results from equity-accounted investees 9 (21) (143%)
Other income 3,213 978 229%
Other expenses (1,318) (3,048) (57%)
(Loss) before financial results and taxes (1,807) (1,079) 67%
Financial results:
Financial expenses (6,802) (6,853) (1%)
Financial income 2,290 1,719 33%
Derivatives and exchange rate variations, net 3,474 (11,520) (130%)
Financial results (1,038) (16,654) (94%)
(Loss) before income tax (2,845) (17,733) (84%)
Income taxes (8,116) 5,681 (243%)
Loss profit for the year (10,961) (12,052) (9%)
Net revenue
Net revenue decreased
by R$6,694 million, or 9%, to R$70,717 million in 2025 from R$77,411 million in 2024, attributable mainly to: (i) the decrease of R$3,070
million in net revenue from our Brazil segment is due to the reduction in the average international reference price of resins and main
chemicals, with a negative impact of R$973 million; and the reduction in the volume of sales of resins and main chemicals in the Brazilian
market and exports, with a negative impact of R$2,235 million; (ii) the decrease of R$3,044 million in net revenue from our United States
and Europe Segment; and (iii) the decrease of R$1,045 million in net revenue from our Mexico segment due to the reduction in the average
international reference price of PE, with a negative impact of R$423 million; and the reduction in the volume of sales of PE in the year,
with a negative impact of R$622 million. Such effects were partially offset by the positive impact on the Brazil segment of the presumed
PIS/COFINS credits under the REIQ Investments in the net amount of R$583.2 million.
Net Revenue of Brazil Segment
Net revenue of our
Brazil segment decreased by R$3,070 million, or 6%, to R$51,774 million in 2025 from R$54,844 million in 2024, mainly explained by (i)
a 5% reduction or 175 thousand tons in the volume of sales of resins in the Brazili an market; (ii) a 13% reduction in the average
international price reference of main chemicals; (iii) a 5% reduction or 128 thousand tons in the sales volume of the main chemicals in
the Brazilian market; (iv) a 10% reduction in the average international reference price of resins; and (v) a 27% reduction or 72 thousand
tons in the export volume of the main chemicals in the international market. Additionally, in 2025 the revenue of the Brazil segment was
positively impacted by around R$583 million of PIS/COFINS credits related to REIQ Investimentos, calculated in accordance with current
legislation.
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The table below
sets forth information regarding the weighted average international prices of main chemicals and resins that are generally used as a reference
for our Brazil Segment for the periods indicated:
International References(1) Year Ended December 31,
2025 2024 % Change
(in US$/ton)
Main Chemicals(2) 920 1,062 (13)%
Resins(3) 879 973 (10)%
(1) Source: External consulting (spot price).
(2) Average prices weighted based on Braskem’s
capacity production: ethylene (20%), butadiene (10%), propylene (10%), cumene (5%), benzene (20%), paraxylene (5%), gasoline (25%) and
toluene (5%).
(3) PE US (54%), PP Asia (33%) and PVC Asia (13%).
Net Revenue of United States and Europe Segment
Net revenue of our
United States and Europe Segment decreased by R$3,044 million, or 16%, to R$16,400 million in 2025 from R$19,444 million in 2024, mainly
as a result of the 17% and 7% reduction in international PP price references in the United States and Europe, respectively.
The table below sets forth information regarding
the weighted average international price of PP, which is generally used as a reference for our United States and Europe Segment for the
periods indicated:
International References(1) Year Ended December 31,
2025 2024 % Change
(in US$/ton)
PP United States and Europe(2) 1,461 1,503 (3)%
(1) Source: External consulting (spot price).
(2) Average prices weighted based on Braskem’s capacity
production: PP United States (72%) and PP Europe (28%).
Net Revenue of Mexico Segment
Net revenue
of our Mexico segment decreased by R$1,045 million, or 20%, to R$4,103 million in 2025 from R$5,148 million in 2024, as a result of: (i)
a reduction of 138 thousand tons, or 16%, in PE sales volume in the year; and (ii) a 12% reduction in the international PE price reference
in the international market.
International References(1) Year Ended December 31,
2025 2024 % Change
(in US$/ton)
PE US 908 1,035 (12)%
(1) Source: External consulting (spot price).
Cost of Products Sold and Gross Profit
Cost of products sold decreased by R$2,253
million, or 3%, to R$69,161 million in 2025 from R$71,414 million in 2024, primarily as a result of: (i) a reduction of R$1,949 million
in the cost of products sold in the Brazil segment; and (ii) a reduction of R$1,747 million in the cost of products sold in the United
States and Europe segment. These effects were partially offset by an increase of R$1,699 million in the cost of products sold in Mexico,
mainly due to the recording of impairment loss of approximately R$1,468 million, after the identification that Braskem Idesa’s recoverable
amounts of assets were lower than the respective book values. During 2025, cost of products sold was positively impacted by PIS/COFINS
credits on the purchase of feedstock (REIQ) by approximately R$246 million (US$44 million) and by Reintegra credits by R$8.4 million (US$1.5
million)
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Consolidated gross
profit decreased by R$4,441 million, or 74%, to R$1,556 million in 2025 from R$5,997 million in 2024. Gross margin (gross profit as a
percentage of net revenue) decreased to 2% in 2025 from 8% in 2024.
Cost of Products Sold of the Brazil Segment
Cost of products sold of our
Brazil segment decreased by R$1,949 million, or 4%, to R$48,651 million in 2025 from R$50,600 million in 2024. The reduction is mainly
explained by the reduction of (i) 14% and 4% in the international references of naphtha and propane, respectively; (ii) 5% or 175 thousand
tons in the volume of resin sales in the Brazilian market; and (iii) 5% or 128 thousand tons in the sales volume of main chemicals in
the Brazilian market. These effects were partially offset by an impairment loss of the chlor alkali plant in Alagoas, which aims to make
PVC production more competitive and sustainable, of R$546 million. Additionally, during 2025, cost of products sold was positively impacted
by PIS/COFINS credits on the purchase of feedstock (REIQ) by R$246 million (US$44 million) and by Reintegra credits by R$8.4 million (US$1.5
million).
International References Year Ended December 31,
2025 2024 % Change
(in US$/ton)
Naphtha ARA 567 657 (14)%
Ethane U.S. 188 141 33%
Propane U.S. 390 405 (4)%
(1)
Source: External consulting (spot price).
Gross profit
of our Brazil segment decreased by R$1,121 million, or 26%, to R$3,123 million in 2025 from R$4,244 million in 2024, primarily as result
of the decrease in the net revenue due to (i) a decrease in the sales volume of resins; (ii) a decrease in the average international reference
price of main chemicals; and (iii) a reduction, in the sales volume of main chemicals.
Gross margin
(gross profit as a percentage of net revenue) of our Brazil segment decreased to 6% in 2025, from 8% in 2024.
Cost of Products Sold of United States and Europe Segment
Cost of products
sold of our United States and Europe Segment decreased by R$1,747 million, or 10%, to R$16,279 million in 2025 from R$18,026 million in
2024, primarily as a result of the 24% and 1% reduction in international propylene price references in the United States and Europe, respectively.
International References(1) Year Ended December 31,
2025 2024 % Change
(in US$/ton)
Propylene United States and Europe(2) 925 1,113 (17)%
(1) Source: External consulting (spot price).
(2) Average prices weighted based on Braskem’s capacity
production: Propylene United States (72%) and Propylene Europe (28%).
Gross profit
of our United States and Europe Segment decreased by R$1,297 million, or 91%, to R$121 million in 2025 from R$1,418 million in 2024 primarily
as a result of the decrease in the net revenue due to the decrease in the international PP price average reference of the United States
and Europe.
Cost of Products Sold by Mexico Segment
Cost of products
sold of our Mexico segment increased by R$1,699 million, or 38%, to R$6,200 million in 2025 from R$4,501 million in 2024, primarily as
a result of the recording of impairment loss in the amount of R$1,468 million, after the identification that Braskem Idesa's recoverable
amounts of assets were lower than the respective book values.
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International References(1) Year Ended December 31,
2025 2024 % Change
(in US$/ton)
Ethane U.S. 188 141 33%
(1)
Source: External consulting (spot price).
Gross profit
of our Mexico segment decreased by R$2,744 million, to a negative value of R$2,097 million in 2025, from R$647 million in 2024, mainly
due to the decrease in the net revenue, as a result of the reduction of the volume of PE sales.
Selling and Distribution Expenses
Selling and
distribution expenses increased by R$76 million, or 4%, to R$2,067 million in 2025 from R$1,991 million in 2024, mainly due to (i) the
increase in logistics expenses and expenses with storage and tanking services, due to the scheduled shutdown of Braskem Idesa's petrochemical
plant; and (ii) the depreciation of the average real against the average dollar of 4% in the period.
Reversal of (loss for) for Impairment of Trade Accounts
Receivable and Others from Clients
Loss for impairment
of trade accounts receivable and others from clients totaled R$125 million in 2025, from a reversal of R$108 million in 2024, mainly explained
by the increase in provisions for losses in accounts receivable during 2025.
General and Administrative Expenses
General and
administrative expenses decreased R$24 million, or 1%, to R$2,615 million in 2025 from R$2,639 million in 2024, mainly from the lower
administrative expenses associated with Cetrel S.A., which was sold in September 2024. These effects were partially offset by the depreciation
of the average real against the average dollar of 4% in the period.
General and
administrative expenses represented 3.7% of net revenue in 2025, compared to 3.4% in the corresponding period of 2024.
Research and Development Expenses
Research and development
expenses decreased by R$3 million, or 1%, compared to 2024, totaling R$460 million in 2025, from R$463 million in 2024, mainly due to
the decision to discontinue new investments in Oxygea. This decision is in line with the Company's strategic direction of prioritizing
its assets and investments, both operational and strategic, in the search for optimizing capital allocation and cash generation.
Results from Equity-Accounted Investees
Results from
equity investments increased by R$30 million, or 143%, to R$9 million in 2025 from a expense of R$21 million in 2024, mainly due to the
higher net income recorded by the associates Borealis Brasil S.A. and Plaind Investimentos S.A. (Holding company created and maintained
to manage the control of Cetrel and DAC). This effect was partially offset by the higher loss of Bioglycols LLC.
Other Income
Other income increased
by R$2,235 million, to R$3,213 million in 2025, from R$978 million in 2024, mainly explained by (i) the recognition in 2025 of a tax
credit of approximately R$1,670 million related to the deduction of Cide-Combustíveis paid from PIS/COFINS due on the sale of
gasoline since 2004; (ii) the recognition in 2025 of PIS and COFINS credits related to the REIQ in the purchase of inputs in the amount
of R$465 million, calculated in accordance with current legislation, which are subject to offsetting with federal taxes, subject to the
legal terms and conditions; and (iii) the recognition of remaining PIS and COFINS credits from previous years related to the exclusion
of ICMS from the calculation basis of these contributions in the amount of R$293 million in 2025.
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Other Expenses
Other expenses decreased R$1,730 million,
or 57%, to R$1,318 million in 2025, from R$3,048 million in 2024, mainly explained by (i) the reduction of R$1,799 million in provisions
related to the geological event in Alagoas to R$324 million in 2025, from R$1,223 million in 2024; and (ii) the reduction of R$172 million
regarding the annual review of the net environmental provisions of the industrial units located in Brazil to R$131 million in 2025, from
R$307 million in 2024.
(Loss) Before Net Financial Expenses and Taxes
As a result of the
foregoing, the loss before net financial expenses and taxes on a consolidated basis increased by R$728 million, or 68%, to R$1,807 million
in 2025 from R$1,079 million in 2024. The result is mainly explained by the lower result of (i) the United States and Europe segments,
which decreased R$1,260 million to a loss of R$718 million in 2025, compared to a profit of R$542 million in 2024, due to the reduction
of international propylene price references; and (ii) the Mexico segment, which decreased R$2,521 million to a loss of R$2,391 million
in 2025, from a profit of R$130 million in 2024, due to the 16% reduction in PE sales volume in the year added to a 12% reduction in the
international PE price reference of the United States in the period. These effects were partially offset by the result of the Brazil segment,
which increased by R$2,513 million, million to R$2,632 million from R$119, mainly due to (i) the 7% increase in resin exports; and (ii)
the positive impact of the recognition of presumed PIS/COFINS credits within the scope of REIQ Investments
Operating margin,
defined as a percentage of profit (loss) before net financial expenses and taxes divided by net revenue decreased to negative 3% from
negative 1% in 2024, mainly due to lower net revenue in 2025.
Financial Results
Financial Expenses
Financial expenses
decreased by R$51 million, or 1%, to R$6,802 million in 2025 from R$6,853 million in 2024 is mainly explained by lower interest expenses
related to Braskem Idesa's Shareholder Loan, after its capitalization in 2024. The effect was partially offset by (i) the increase in
financial expenses related to tax regularization for the settlement and installment of ICMS debts, and (ii) the depreciation of the average
Brazilian real against the U.S. dollar, of about 3.7%.
Financial Income
Financial income
increased by R$571 million, or 33%, to R$2,290 million in 2025, compared to R$1,719 million in 2024, mainly due to: (i) monetary adjustments
related to the recovery of PIS/COFINS tax credits, associated with the deduction of CIDE-Fuels on gasoline sales, amounting to approximately
R$890 million; and (ii) interest income of approximately R$132 million, related to the recovery of presumed PIS/COFINS credits under the
Industrial REIQ program, resulting from the abrupt suspension of the benefit in July 2022, in violation of the Brazilian National Tax
Code.
Derivatives and Exchange Rate Variations, Net
Derivatives
and exchange rate variations, net increased by R$14,994 million to an income of R$3,474 million in 2025 from an expense of R$11,520 million
in 2024, mainly due to the effects of (i) appreciation of about 11.1% of the final real of the period against the dollar on the annual
average of net exposure to the dollar in the amount of US$4,102 million; and (ii) appreciation of around 11.4% of the Mexican peso at
the end of the period against the dollar over the average annual exposure to the dollar of Braskem Idesa in the amount of US$1,860 million.
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Income Tax
Income tax
was negative by R$8,116 million in 2025 compared to a benefit of R$5,681 million in 2024, mainly explained by (i) the revaluation of the
recoverability of the deferred tax assets of the Company and its subsidiaries with a negative effect of R$8,759 million; and (ii) the
reduction of R$5,062 million in income taxes calculated by the nominal tax rate of 34% in the year in the year, mainly due to the lower
loss before income tax and social contribution impacted by the increase of R$14,994 million in income from derivatives and exchange rate
variations.
For more information,
see note 20 to our audited consolidated financial statements included elsewhere in this annual report.
Loss For the Year
As a result
of the above, we recorded a loss of R$10,961 million in 2025, compared to a loss of R$12,052 million in 2024, mainly due to (i) the reduction
of R$4,441 million in gross profit in the period, from R$5,997 million in 2024 to R$1,556 million in 2025; and (ii) the write-off of deferred
tax assets with a net impact on the result of R$8,759 million, resulting from factors that indicate potential unavailability of future
taxable profits, mainly as a result of current uncertainties in the sector, according to IAS 12.
Such effects
were partially offset by the increase of R$14,994 million in net gain from derivatives and exchange rate variations, which reached R$3,474
million in 2025, compared to a loss of R$11,520 million in 2024
Liquidity and Capital Resources
Our principal
cash requirements for 2025 consisted of the following:
· servicing and repayment of our indebtedness;
· capital expenditures, maintenance, and construction;
· payments related to the geological event in Alagoas; and
· working capital requirements.
Our principal
sources of liquidity have traditionally consisted of the following:
· cash flows from operating activities;
· current and non-current borrowings;
· issuance of debt;
· credit facilities with banks;
· assignment of trade receivables from our sales to funds and financial institutions; and
· working capital management mainly through optimization of our cash conversion cycle.
As of December
31, 2025, our consolidated cash and cash equivalents and financial investments amounted to R$11,837 million and included R$233 million
held by Braskem Idesa, which was restricted to its exclusive use, and R$138 million of restricted funds related to Alagoas and R$384 million
regarding reserve accounts.
As of December
31, 2025, we had a negative net working capital (defined as current assets minus current liabilities) of R$9,770 million.
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As of December 31, 2025, our R$5,502 million
(US$1,000 million) revolving credit facility was fully withdrawn.
Projected Sources and Uses of Cash – Economic and Financial Condition of our Company and Substantial
Doubt to Its Going Concern
The consolidated
financial statements included in this Annual Report have been prepared on a going concern basis of accounting, which contemplates continuity
of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. However, the notes
to our consolidated financial statements refer to a substantial doubt about our ability to continue as a going concern.
Considering
our current financial contractual obligations and commitments as of December 31, 2025, and budgeted capital expenditures for 2026, we
expected that we will be required to spend R$25,937 million (US$4,714 million) during 2026 mainly for (i) our operations, and (ii) our
debt service of our existing current indebtedness as it becomes due.
As of December
31, 2025, the consolidated statement of financial position presents net working capital (defined as total current assets less total current
liabilities), amounting to negative R$9,770 milllion (positive R$8,765 million in 2024). The balances are negative due to the effects
of Braskem Idesa’s financings, which were reclassified to current liabilities. Shareholders’ equity is negative by R$16,502
million (R$4,278 million in 2024), mainly impacted in the year by the valuation allowance for realization of deferred tax assets in the
amount of R$11,107 million, as disclosed in note 20.2.c to our audited financial statements.
The Company comprehensively
evaluated the internal and external factors capable of potentially impacting the going concern assumption. Based on the information available
and the projections of the approved business plan, we identified a high level of cash usage over the analyzed horizon, considering both
the existing cash balances and the projected inflows from the operating cycle.
Key elements considered
include:
· The prolonged downturn cycle in the petrochemical industry, with structurally compressed spreads;
· Cash consumption associated with debt service, particularly recurring interest payments;
· Cash requirements related to the obligations arising from the Geological Event in Alagoas;
· Cash needs for the maintenance of operating assets, essential for ensuring operational continuity and safety;
· Credit rating downgrade; and
· Maturity of the US$1,000 million stand-by facility in December 2026, requiring a significant cash outflow, if not renewed.
These factors, as
reflected in the approved business plan, indicate increasing pressure on liquidity and guide management’s actions aimed at continuously
adjusting the Company’s financial position to the current challenges faced by the global chemical industry.
Among the initiatives
currently under development, the planned restructuring of our capital structure is noteworthy, as it depends on variables outside the
Company’s exclusive control. The assessment of capital structure restructuring began in 2025 and in September 2025 the Company disclosed
to the market the engagement of specialized financial and legal advisors to support a comprehensive diagnosis of the available economic-financial
options, with a focus on strengthening liquidity in the capital structure.
In the course of this
assessment, the Company, with assistance of its advisors, is evaluating a range of strategic and financial alternatives, which may include,
among others, potential measures for the protection of the Company against creditors. As of the date of this Annual Report, no decision
has been made regarding which alternative, or combination of alternatives, may ultimately be implemented, and there can be no assurance
as to the timing, feasibility or outcome of this process.
See “Item
3 – Risk Factors – Our financial statements as of and for the year ended December 31, 2025 contain a going concern emphasis,
due to increasing pressure on liquidity.”
Cash Flows
The following table sets forth certain
consolidated cash flow information for the periods indicated:
2025 2024
(in millions of reais)
Net cash generated from (used in) operating activities (4,200) 2,435
Net cash (used in) investing activities (2,947) (3,485)
Net cash generated from financing activities 3,175 469
Exchange variation on cash of foreign subsidiaries (513) 1,380
Increase (decrease) in cash and cash equivalents (4,485) 799
Net Cash Generated from (Used in) Operating Activities
Net cash used
in operating activities was R$4,200 million during 2025, and net cash generated from operating activities was R$2,435 million during 2024
mainly as a result of the change in working capital during the period explained by:
· the reduction of R$2,711 million in financial investments, from R$3,325 million in 2024 to R$614 million in 2025;
· the negative change of (i) R$2,727 million in trade payables, from a positive amount of R$384 million in 2024 to a negative amount of R$2,343 million in 2025; and (ii) R$240 million in accounts receivable. These reductions are mainly explained by the reduced availability of certain payment agreements with financial institutions and suppliers. These effects were partially offset by the optimization of inventory levels and tax monetization during the year, initiatives included in the Company's Resilience Program; and
· the variation of R$542 million related to the increase in payments and reclassifications related to the geological event of Alagoas, to R$2,594 million in 2025, from R$2,052 million in 2024. Of the amount at the end of 2025, R$1,348 million refer to payments made and R$1,246 million refer to reclassifications to the other obligations group, which totaled a balance of R$1,416 million referring to accounts payable of the geological event in Alagoas.
Net Cash (Used in) Investing Activities
Net cash used in investing activities was R$2,947 million during 2025, and
R$3,485 million during 2024
During 2025, investing
activities for which we used cash on consolidated basis primarily consisted of: (i) acquisitions of property, plant and equipment and
intangible assets of R$2,554, in the Brazil segment, which were allocated primarily to industrial operations, including the investments
related to scheduled maintenance, operating efficiency, health, environmental and safety (HES), including reliability and operating safety
of industrial assets, and strategic projects such as the increase of the ethane-based capacity in Rio under the Transforma Rio
project, the acquisition of land adjacent to the Duque de Caxias plant, in Rio de Janeiro, and projects in technology for efficiency
in the resin chain and in the adaptation of the process for the industrial production of new copolymer grades; (ii) acquisitions of property,
plant and equipment and intangible assets of R$215 million in the United States and Europe Segment, which were allocated both to industrial
operations and strategic projects; and (iii) acquisitions of property, plant and equipment and intangible assets of R$986 million in
the Mexico segment, which were primarily allocated to the scheduled shutdown for general maintenance in Braskem Idesa’s petrochemical
complex, asset reliability and integrity initiatives, health, environment, and safety projects (HES), and for the construction of the
new ethane import terminal by Terminal Química Puerto México (TQPM).
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During 2024,
investing activities for which we used cash on a consolidated basis primarily consisted of: (i) acquisitions of property, plant and equipment
and intangible assets of R$1,815 million, in the Brazil segment, which were allocated primarily to industrial operations, including the
investments related to scheduled maintenance, operating efficiency, health, environmental and safety (HES), including reliability and
operating safety of industrial assets, productivity, modernization and strategic projects such as the completion of payments for the capacity
expansion project of the green ethylene plant in Brazil; (ii) acquisitions of property, plant and equipment and intangible assets of R$242
million in the United States and Europe Segment, which were allocated both to industrial operations and strategic projects; and (iii)
acquisitions of property, plant and equipment and intangible assets of R$1,511 million in the Mexico segment, mainly represented by the
new ethane terminal.
Net Cash Generated from (Used in) Financing Activities
Net cash generated
from financing activities was R$3,175 million in 2025, as compared to net cash generated from financing activities of R$469 million in
2024 .
During 2025,
we raised mainly:
· R$5,502 million (US$1,000 million) by drwaing all the available amounts under the revolving credit facility;
· R$545 million (US$95 million) related to Braskem Idesa’s term loan financing agreement with Banco Inbursa; and
· R$188 million (US$34 million) in a credit line contracted with Banco Inbursa, which total available limit is R$468 million (US$85 million)
During 2025, we mainly used cash
to pay:
· R$550 million (US$100 million) through in advanced payments of credit facilities with banks.
During 2024,
we raised mainly:
· R$5,263 million (US$850 million) through the issuance of 8.000% Senior Notes due 2034 in the international capital markets;
· R$1,276 million (US$206 million) related to withdrawn of TQPM of the financing amount obtained to build the ethane import terminal in the total amount of R$1,975 million (US$408 million); and
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· R$619 million (US$100 million) through credit facilities with banks.
During 2024, we mainly used
cash to pay:
· R$2,285 million (US$369 million), relating to the repurchase of part of the outstanding amount of the 8.500% Subordinated Resettable Fixed Rate Notes due 2081;
· R$1,548 million (US$250 million) relating to export credit facilities;
· R$1,004 million, relating to the payment of aggregate expenses related to lease agreements; and
· R$750 million relating to the redemption of our CDI + 1.75% Debenture notes due 2029.
Unless our board
of directors deems it inconsistent with our financial position and the decision of our board of directors is ratified by our shareholders,
payment of minimum dividends is mandatory under Brazilian Corporate Law and our by-laws and also is required under agreements with two
of our shareholders and, consequently, may give rise to significant cash requirements in future periods. For additional information, see
“Item 8. Financial Information—Dividends and Dividend Policy—Mandatory Distributions.”
Contractual Commitments
The following
table summarizes significant contractual obligations and commitments as of December 31, 2025, which have an impact on our liquidity.
We have adopted
a calculation methodology to determine minimum cash needs for a 30-day timeframe (the “monthly vision”) and minimum cash needs
for a 12-month timeframe (the “yearly vision”) for the purpose, respectively, of: (i) monitoring the liquidity needed to meet
obligations coming due in the following month; and (ii) monitoring that we maintain liquidity during potential crises. Minimum cash needed
for our “yearly vision” is calculated mainly based on the projected operating cash generation, less current debts and working
capital needs. Minimum cash needed for our “monthly vision” considers the projected operating cash disbursements, debt service
and contributions to projects, as well as the planned disbursement for derivatives maturing in the following month, among other items.
For our financial policy, we adopt the greater of these two references to determine the amount of minimum cash needed.
In line with
our commitment to maintaining our financial liquidity, in December 2021 we renewed the revolving credit facility in the amount of R$5.5
billion (US$1 billion), which expires in 2026. This credit line may be used without restrictions to improve our credit liquidity or in
the event of deterioration in the macroeconomic scenario. The Company drew the full principal amount available as “stand-by”
under the revolving credit facility, and R$5.5 billion (US$1 billion) was added to the Company’s cash position on October 3, 2025.
The Company’s
financial liabilities, by maturity, are shown in the table below. These amounts are calculated based on cash flows not discounted and
may not be reconciled with the amounts disclosed in the Consolidated statement of financial position.
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Within one year Between one and two years Between two and five years More than five years Total
(in millions of reais)
Trade payables 13,350 21 - - 13,371
Borrowings and debentures 13,677 2,876 26,295 32,989 75,837
Braskem Idesa borrowings 972 187 11,495 10,416 23,070
Derivatives 357 162 370 77 965
Loan from non-controlling shareholder of Braskem Idesa - - - 1,795 1,795
Leniency agreement 72 296 647 - 1,015
Lease 1,103 897 1,593 2,001 5,594
At December 31. 2025 29,531 4,439 40,400 47,278 121,647
Interest discounted to present value (6,159) (1,725) (13,166) (14,582) (35,632)
Carrying amount 23,372 2,714 27,234 32,695 86,014
In November 2025, Braskem Idesa
defaulted on interest payments related to the bond maturing in 2029. As a result of this non payment, the full outstanding balance of
interest and principal of the bond may be accelerated by the bondholders, subject to the applicable contractual quorum. Since the decision
to accelerate the debt is not under Braskem Idesa’s control and it does not have the ability to defer these payments for at least
12 months after the reporting date, the balance of this obligation was reclassified to current liabilities, as well as other borrowings
that contain cross default clauses in their contracts.
The Company’s financial
liabilities by maturity date shown in the table below consider the balance of Braskem Idesa’s debt reclassified to current liabilities
for financial reporting purposes. As of the date hereof, the Braskem Idesa’s group of bondholders has not required the early payment
of this debt. These amounts are calculated based on cash flows not discounted and may not be reconciled with the amounts disclosed in
the Consolidated statement of financial position.
Within one year Between one and two years Between two and five years More than five years Total
(in millions of reais)
Trade payables 13,350 21 - - 13,371
Borrowings and debentures 13,677 2,876 26,295 32,989 75,837
Braskem Idesa borrowings 20,024 208 2,890 - 23,122
Derivatives 357 162 370 77 965
Loan from non-controlling shareholder of Braskem Idesa - - - 1,795 1,795
Leniency agreement 72 296 647 - 1,015
Lease 1,103 897 1,593 2,001 5,594
At December 31. 2025 48,583 4,460 31,795 36,862 121,699
Interest discounted to present value (13,346) (1,686) (9,918) (10,734) (35,684)
Carrying amount 35,237 2,774 21,877 26,128 86,014
Indebtedness and Financing Strategy
As of December
31, 2025, our total outstanding consolidated indebtedness was R$66,128 million (US$12,018 million), including R$14,307 million (US$2,600
million) in connection with the debt related to our Mexico Complex. As of December 31, 2025, we had R$1,037 million (US$188 million),
in outstanding indebtedness relating to a loan payable to the non-controlling shareholder of Braskem Idesa, whose proceeds were used
by Braskem Idesa to fund its construction project. All amounts were translated to U.S. dollars solely for the convenience at the selling
rate reported by the Central Bank as of December 31, 2025, of R$5.5024
to US$1.00.
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On a consolidated
basis, our real-denominated indebtedness as of December 31, 2025, was R$4,195 million (6.3% of our total indebtedness), and our
foreign currency-denominated indebtedness was R$61,933 million (93.7% of our total indebtedness).
Our maturity
profile of the borrowings and debentures, according to original contractual maturities, are as follows:
2026 2027 2028 2029 2030 2031 2032 Thereafter Total
(in millions of reais)
Borrowings and debentures Related to Braskem 8,268 1,617 7,581 2,184 8,524 4,897 99 18,651 51,821
Borrowings Related to Braskem Idesa 639 10 1,670 5,420 - - 6,569 - 14,308
Total 8,907 1,627 9,251 7,604 8,524 4,897 6,668 18,651 66,128
The Company’s financial
liabilities by maturity date shown in the table below consider the balance of Braskem Idesa’s debt reclassified to current liabilities
for financial reporting purposes. As of the date hereof, the Braskem Idesa’s group of bondholders has not required the early payment
of this debt.
2026 2027 2028 2029 2030 2031 2032 Thereafter Total
(in millions of reais)
Borrowings and debentures Related to Braskem 8,268 1,617 7,581 2,184 8,524 4,897 99 18,651 51,821
Borrowings Related to Braskem Idesa 12,504 72 1,732 - - - - - 14,308
Total 20,772 1,689 9,313 2,184 8,524 4,897 99 18,651 66,128
On September 26, 2025, Braskem
informed the market in general that it has engaged financial and legal advisors to assist in preparing a diagnosis of the economic-financial
alternatives to reorganize its capital structure.
Current Indebtedness
As of December
31, 2025, the amount of our current borrowings and debentures, including interest, was R$20,772 million, of which R$12,504 million was
current indebtedness of Braskem Idesa.
Non-current Indebtedness
As of December
31, 2025, the outstanding amount of our non-current borrowings and debentures was R$45,356 million, including the amount of R$1,803 million
in connection with the secured debt related to Braskem Idesa.
Our principal
sources of long-term debt are:
· fixed-rate unsecured notes issued in the international market;
· debentures issued in the Brazilian capital market; and
· borrowings under bank credit facilities;
Certain of the instruments
governing our indebtedness contain covenants that could restrict, among other things, our and most of our subsidiaries’ ability
to incur liens or merge or consolidate with any other entity or sell or otherwise dispose of all or substantially all of our or their
assets. In addition, the instruments governing a substantial portion of our indebtedness contain cross-default or cross-acceleration
clauses among Braskem S.A. and its subsidiaries’ indebtedness, such that the occurrence of an event of default under one of these
instruments could trigger an event of default under other indebtedness or enable the creditors under other indebtedness to accelerate
that indebtedness.
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The instruments governing
a substantial portion of our indebtedness also contain change-of-control provisions that provide our counterparties with a termination
right or the ability to accelerate the maturity of our indebtedness in the event of a change of our control without their consent and/or
ratings decline, as applicable. For additional information, see “Item 3. Risk Factors—Risks Relating To Us And The Petrochemical
Industry—If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness, there could
be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and
could affect our ability to make principal and interest payments on our debt obligations.”
Bonds
We have issued bonds
in the international capital markets. All of these securities pay interest semi-annually in arrears.
In October 2024,
we issued R$5,352 million (US$850 million) of 8.000% Senior Notes due 2034. The net proceeds of such issuance were used for general corporate
purposes and repayment of outstanding debt.
In September 2023,
we issued R$5,472 million (US$850 million) of 8.500% Senior Notes due 2031. The net proceeds of such issuance were used for general corporate
purposes and repayment of outstanding debt.
In February 2023,
we issued R$4,841 million (US$1,000 million) of 7.250% Senior Notes due 2033. The net proceeds of such issuance were used (i) to repurchase
the 6.45% Notes due 2024 and (ii) for general corporate purposes.
The table below sets
forth our outstanding bonds issued in the international capital markets as of December 31, 2025, the outstanding principal amount of these
securities and their maturity dates
Security Outstanding Principal plus Interest Amount as of December 31, 2025 Final Maturity
(in millions of US$) (in millions of reais) (3)
4.500% Notes due 2028(1) 1,198 6,590 January 2028
4.500% Notes due 2030(1) 1,521 8,369 January 2030
8.500% Notes due 2031(1) 884 4,863 January 2031
7.250% Notes due 2033(1) 1,028 5,655 February 2033
8.000% Notes due 2034(1) 864 4,756 October 2034
7.125% Notes due 2041(2) 584 3,211 July 2041
5.875% Notes due 2050(1) 768 4,228 January 2050
Subordinated Resettable Fixed Rate Notes due 2081(1) (4) (5) 248 1,364 January 2081
(1) Represents notes issued by Braskem
Netherlands Finance B.V. and guaranteed by Braskem.
(2) Represents notes issued by Braskem
America Finance and guaranteed by Braskem.
(3) The U.S. dollar amounts have been
translated into Brazilian real amounts at the December 31, 2025, selling rate of R$5.5024 per US$1.00, as reported by the Brazilian Central
Bank. The Brazilian real equivalent information presented is provided solely for the convenience of the reader and should not be construed
as implying that the amounts in Brazilian reais represent, or could have been or could be converted into, U.S. dollars at such rates or
any other rate.
(4) The bond can be repaid by the
Company at par value, for periods of 90 days prior to each interest reset, with the first interest reset taking place in January 2026
and the others every 5 years thereafter.
(5) The Subordinated Resettable Fixed
Rate Notes initially bore interest at a rate of 8.500%. From January 23, 2026 to January 23,
2031, the Notes will bear interest
at a rate equal to 12.004% per annum, payable semi-annually in arrears.
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We have fully, unconditionally
and irrevocably, guaranteed the bonds issued by Braskem America Finance and Braskem Netherlands Finance B.V. All of Braskem’s guarantees
for bonds comprise senior unsecured obligations of Braskem, ranking equal in right of payment with all of its other existing and future
senior unsecured debt, except for the guarantee for the Subordinated Resettable Fixed Rate Notes due 2081, which is an unsecured subordinated
obligation of Braskem, ranking senior only to all existing and future classes of equity securities of Braskem.
Debt Securities issued in the Brazilian capital market
We issued debt securities
in the Brazilian capital markets. All of these securities pay interest semi-annually in arrears.
The table below
sets forth our outstanding debt securities issued in the Brazilian capital markets, the outstanding principal amount of these securities
and their maturity dates:
Security Outstanding Principal plus Interest Amount as of December 31, 2025 Interest Rate Final Maturity
(in millions of US$) (in millions of reais)
Debentures CRA – 1st tranche (1) 128 706 IPCA + 5.54% December 2028
Debentures CRA – 2nd tranche (1) 31 169 IPCA + 5.57% December 2031
Debentures issued in May 2022 – 1st tranche 140 772 CDI + 1.75% May 2029
Debentures issued in May 2022 – 2nd tranche 45 249 CDI + 2.00% May 2032
Debentures issued in November 2022 – 1st tranche 205 1,129 CDI + 1.70% November 2029
Debentures issued in November 2022 – 2nd tranche 18 98 CDI + 1.95% November 2032
(1) Issuance of private debentures that were used as security for the issuance of Agribusiness Receivables Certificates (certificados de recebíveis do agronegócio – “CRA”) by Eco Securitizadora de Direitos Creditórios do Agronegócio S.A.
Revolving Credit Facility Agreement
On December
20, 2021, we entered into a revolving credit facility with a syndicate of global lenders in an aggregate amount of up to US$1,000 million,
maturing in December 2026. As of December 31, 2025, the entire amount available under the facility had been drawn, as disclosed
in a material fact noticed on October 3, 2025.
Indebtedness of Braskem Idesa
As of December
31, 2025, the carrying amount of the borrowings relating to our Mexico segment was R$14,639 million (US$2,660 million). The Braskem Idesa
financing agreements and bond issuance include certain covenants that require, among other things, the presentation of audited financial
statements within a certain timeframe.
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On December 2012,
Braskem Idesa entered into a common terms agreement with certain financial institutions to finance the development, design, construction
and initial operation of the Mexico Complex. The Mexico Complex includes an ethane cracker with annual capacity of 1.05 million tons to
produce ethylene, two high density polyethylene plants and a low-density polyethylene plant. In connection with the common terms agreement,
Braskem Idesa entered into eight separate financing agreements with international and Brazilian financial institutions and development
banks in an aggregate principal amount of up to R$15 billion (US$3.2 billion), or the Braskem Idesa Financing. All amounts disbursed under
these credit facilities were secured by our shares in Braskem Idesa. In September 2015, Braskem Idesa received the final disbursement
pursuant to the common terms agreement, reaching an aggregate principal amount of R$14 billion (US$3 billion).
On November 25,
2019, Braskem Idesa issued R$4,954 million (US$900 million) in aggregate principal amount of 7.450% senior secured notes due 2029. The
2029 notes are senior secured obligations of Braskem Idesa and rank pari passu with the existing Braskem Idesa senior secured obligations
due 2032 and the credit facility. Interest on the notes is payable semi-annually, and the principal amount becomes due at maturity. The
proceeds of the notes were used to partially refinance Braskem Idesa’s existing secured project finance indebtedness incurred in
2012 to construct a Complex in Mexico. Excess proceeds of the issuance were used to prepay certain other indebtedness of Braskem Idesa.
On October 11,
2021, Braskem Idesa entered into a senior secured syndicated term loan facility of up to R$3,338 million (US$600 million) with Morgan
Stanley Senior Funding, Inc., Credit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch and Itaú Unibanco
S.A., Miami Branch, as lenders. The credit facility is secured by first priority security interest in favor of the lenders and all lenders
share the collateral equally with the holders of the 2029 and 2032 notes and potential additional secured parties as permitted under the
credit facility and the indenture governing the notes. The credit facility has a five-year term and will bear interest at a rate equal
to quarterly Term SOFR plus an applicable margin ranging from 2.25% to 4.25% (depending on Braskem Idesa credit rating), to be paid quarterly.
The principal amount will be repaid in semi-annual installments commencing 24 months after the closing date. The loan under the credit
facility was partially drawn, R$837 million (US$150 million) on October 20, 2021 in order to fully prepaid the project finance indebtedness
incurred in 2012, along with the 2032 notes issued by Braskem Idesa.
On October 20,
2021, Braskem Idesa issued R$6,606 million (US$1,200 million) in aggregate principal amount of 6.990% senior secured sustainability linked
notes due 2032. The notes are senior secured obligations of Braskem Idesa and rank pari passu with the existing Braskem Idesa senior secured
notes due 2029 and the credit facility. Interest on the notes is payable semi-annually, and the principal amount becomes due at maturity.
The 2032 notes accrue an interest step-up by 37.5 basis points to 7.365% per annum if Braskem Idesa does not satisfy the sustainability
performance target to reduce absolute GHG emissions by 15% from a 2017 baseline by year-end 2028. The proceeds of the notes were used
(jointly with the credit facility) to fully refinance Braskem Idesa’s existing secured project finance indebtedness incurred in
2012 to construct a Complex in Mexico. With this financing, Braskem Idesa concluded its debt refinancing plan, replacing the remaining
balance of US$1,350 million from its project finance facility with new debt instruments with a longer maturity, which extended its average
debt maturity term from five to nine years. With the repayment of the project finance facility, the financial guarantees granted by Braskem
for the benefit of Braskem Idesa, in the total amount of US$358 million, were extinguished.
In October 2024,
Braskem Idesa’s shareholders, Braskem and Grupo Idesa, approved a capital increase through the capitalization of the principal amount
of the existing shareholder loan, totaling approximately R$8.8 billion (US$1.6 billion). This transaction aimed to strengthen Braskem
Idesa’s capital structure by reducing its financial liabilities and reinforcing shareholder commitment to the project. The capital
increase maintained the pre-existing ownership structure between the shareholders. The accrued interest on the shareholder loan, amounting
to approximately R$3.5 billion (US$561 million), remains outstanding and is expected to be repaid by March 31, 2032.
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On October 22,
2025, Braskem Idesa upsized its term loan facility from R$523 million (US$95 million) to R$990 million (US$180 million). Disbursements
of new loans under the upsized term loan facility accrue interest at 4.50% and mature on December 31, 2026.
On September
2025, Braskem Idesa retained legal and financial advisors to support the evaluation of a wide range of economic-financial options to review
its existing capital structure and liquidity conditions
On November 18,
2025, Braskem Idesa, a subsidiary of Braskem S.A., missed a scheduled interest payment in the amount of R$184.5 million (US$33.5 million)
on its 7.450% Senior Secured Notes due 2029 with a total outstanding principal amount of R$4,952 million (US$900 million). On February
20, 2026, Braskem Idesa missed a scheduled interest payment in the amount of R$230.8 million (US$41.9 million) on its 6.990% Senior Secured
Notes due 2032 with a total outstanding principal amount of US$1,200,000,000. For additional information, see “Item 13. Defaults,
Dividend Arrearages and Delinquencies.”
Security Outstanding Principal plus Interest Amount as of December 31, 2025 Final Maturity
(in millions of US$) (in millions of reais)
7.45% Notes due 2029(1) (2) 942 5,185 November 2029
6.99% Notes due 2032(1) (3) 1,231 6,773 February 2032
Credit Facilities 131 722 October, 2026
TQPM Financing (4) 356 1,959 October, 2028
(1) Represents notes issued by Braskem Idesa.
(2) Braskem Idesa pledged as collateral property,
plant and equipment in the same amount as the bond.
(3) Sustainability-linked bonds. The bonds have a 10-year term and
bear interest at 6.99% p.a., which may be increased by up to 0.37% p.a. if certain conditions are not met. Braskem Idesa pledged as guarantee
property, plant and equipment assets in the same value as the bond.
(4) Terminal Química pledged as collateral property, plant and
equipment assets.
Capital Expenditures
During 2025,
investing activities for which we used cash on consolidated basis primarily consisted of: (i) acquisitions of property, plant and equipment
and intangible assets of R$2,554, in the Brazil segment, which were allocated primarily to industrial operations, including the investments
related to scheduled maintenance, operating efficiency, health, environmental and safety (HES), including reliability and operating safety
of industrial assets, and strategic projects such as the increase of the ethane-based capacity in Rio under the Transforma Rio
project, the acquisition of land adjacent to the Duque de Caxias plant, in Rio de Janeiro, and projects in technology for efficiency in
the resin chain and in the adaptation of the process for the industrial production of new copolymer grades; (ii) acquisitions of property,
plant and equipment and intangible assets of R$215 million in the United States and Europe Segment, which were allocated both to industrial
operations and strategic projects; and (iii) acquisitions of property, plant and equipment and intangible assets of R$986 million in the
Mexico segment, which were primarily allocated to the scheduled shutdown for general maintenance in Braskem Idesa’s petrochemical
complex, asset reliability and integrity initiatives, health, environment, and safety projects (HES), and for the construction of the
new ethane import terminal by Terminal Química Puerto México (TQPM).
For additional
information, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures” in our Annual Report.
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Capital Expenditure Budget
We plan to invest
R$2,565 million (US$465 million) in 2026, approximately 25% less than the historical average of the last six years (US$627 million), prioritizing
investments in maintenance, operational and process safety, and asset mechanical integrity.
· Operating investments: (i) scheduled maintenance stoppages at the Rio Grande do Sul petrochemical plant and other resin plants in Brazil; (ii) regulatory investments and those related to operational and process safety; and (iii) asset mechanical integrity program and spare parts acquisition for operational continuity; and
· Strategic investments: (i) investments in technological developments; and (ii) acquisition of industrial land in the Duque de Caxias industrial hub in Rio de Janeiro.
With respect
to Braskem Idesa, investments of R$234 million (US$42 million) are planned in 2026, directed towards operational investments in the maintenance
and operation of the petrochemical complex and toward projects related to operational efficiency, such as maintenance, productivity, and
HES.
Joint Ventures Related to Our Mexico Segment
Mexico Complex
Braskem and
Idesa formed Braskem Idesa in April 2010 to develop, construct and operate the Mexico Complex, located in the Mexican state of Veracruz.
The Mexico Complex includes an ethylene cracker that produces 1.05 million tons of ethylene per year from ethane based on technology licensed
from Technip Italy S.p.A., or Technip, two high density polyethylene plants based on Innovene S technology licensed from Ineos Commercial
Services UK Limited (as successor to Ineos Europe Limited) and a low-density polyethylene plant based on Lupotech T technology licensed
from Basell Polyolefin GmbH. The three polyethylene plants have a combined annual production capacity of 1.0 million tons of HDPE and
LDPE.
Braskem Idesa
is a party to an ethane supply agreement with Pemex, a subsidiary of Pemex, dated February 19, 2010 (“BI’s Ethane Supply Agreement”).
As per the terms and conditions provided in BI’s Ethane Supply Agreement, ethane supply is assured through a 20-year contract with
Pemex at a price pegged to the U.S. gas price.
On September
27, 2021, Braskem Idesa signed the following documents: (i) Amended ESA with PEMEX, with settlement of any pending contractual amounts;
and (ii) Terminal Agreement.
The Amended
ESA modified the minimum contractual volume commitment to 30,000 barrels/day until February 2025 (subject to extensions in the event of
delay in obtaining the licenses for the terminal’s construction). Pemex and Braskem Idesa have agreed to extend the contractual
volume until February 2026 or until the ethane import terminal is constructed, commissioned and commercially operational. As of February
9, 2026, the contractual volume commitment under the Amended ESA expired, and the parties entered into a right of first refusal arrangement
in favor of Braskem Idesa, without any minimum volume obligation
The Amended
ESA further establishes first-refusal rights, which consists of a preemptive right for Braskem Idesa in the acquisition of all ethane
that PEMEX has available and does not consume in its own production process through 2045, at prices based on international references.
The terminal project is designed to supplement ethane supply in Mexico by gaining access to new feedstock sources.
In February 2010,
we and Idesa entered into the Braskem Idesa shareholders’ agreement to govern our relationship with respect to Braskem Idesa, which
was amended in November 2012, December 2012, April 2015, April 2017 and October 2021. The Braskem Idesa shareholders’ agreement,
as amended, sets forth the understanding of the parties regarding the implementation of this project and the relationship of Braskem
and Idesa as shareholders of Braskem Idesa.
Under the Braskem Idesa shareholders’ agreement, as amended:
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· the parties agree to use their best efforts to use Braskem Idesa as their commercialization vehicle for polyethylene in Mexico;
· the parties agree that the polyethylene production of Braskem Idesa shall be strategically focused on supplying the Mexican market;
· we have the right to appoint five members and Idesa has the right to appoint two members of Braskem Idesa’s board of directors; decisions considered at Braskem Idesa’s general shareholders’ meetings require the approval of at least 50% plus one of the voting shares of Braskem Idesa. Decisions considered by Braskem Idesa’s board of directors require the approval by a simple majority of votes of its members;
· upon the failure of Braskem and Idesa to agree to vote in favor of certain matters requiring a supermajority vote in an extraordinary shareholders’ meeting, (1) we will have the right to seek approval of such matters by a simple majority vote of Braskem Idesa’s shareholders, (2) in the event that such matters are approved by a simple majority vote of Braskem Idesa’s shareholders, we will have the option to purchase all of the shares then held by Idesa, and (3) in the event that we do not exercise this right, Idesa will have the option to sell all of its shares of Braskem Idesa to us; and
· any disputes between Braskem and Idesa arising out of or in connection with the Braskem Idesa shareholders’ agreement will be resolved through arbitration.
The Braskem Idesa
shareholders’ agreement also contains rights of first refusal, tag along rights and drag along rights in connection with the disposition
of Braskem Idesa shares.
Construction of the
Mexico Complex began in 2012, and it commenced operations with the production of the first batch of polyethylene in April 2016.
Amendments to Braskem Idesa Shareholders' Agreement
In February 2010,
Braskem and Idesa entered into a shareholders’ agreement, which we refer to as the Braskem Idesa shareholders’ agreement,
to govern our relationship with respect to Braskem Idesa. In November 2012, Braskem and Idesa entered into the first amendment to the
Braskem Idesa shareholders’ agreement, under which our ownership interest in Braskem Idesa was increased to 75% minus one share
of the equity interest in Braskem Idesa and Idesa’s ownership interest in Braskem Idesa was reduced to 25% plus one share of the
equity interest. In December 2012, we and Idesa entered into the second amendment to the Braskem Idesa shareholders’ agreement to
include the commitment of both Sponsors to fund certain primary and secondary contingent equity to the project. In April 2015, we and
Idesa entered into the third amendment to the Braskem Idesa shareholders’ agreement to include additional base equity contribution
and reaffirm the new commitments of contingent equity, under which we agreed to fund up to 100% of the contingent equity commitment under
the equity support agreement up to start-up date. The primary contingent equity commitment is US$208 million. In April 2017, we and Idesa
amended and restated the Braskem Idesa shareholders’ agreement to update the terms to reflect the progress of the Company since
the original signing in 2010 and to reflect the understanding among the shareholders as to the shareholders’ rights and obligations
in connection with the payment of fees and interest by Idesa related to any funding by Braskem of Idesa’s portion of contingent
equity or the working capital needs of Braskem Idesa, and the eventual dilution of Idesa’s equity interests in Braskem Idesa as
a result of the same. In October, 2021, we and Idesa executed the second amendment and restatement shareholder agreement of Braskem Idesa
in order to update the excess commitment fee regarding the contingent equity funded by us and modifying the fee rate related to it. Finally,
in October 2024, a capitalization of the shareholders loan of R$8,771 million (US$1,548 million) was made.
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Solution to import ethane for the Braskem Idesa facility
in Mexico
Braskem Idesa
has been investing in logistics infrastructure to import ethane from the United States to maintain and increase the capacity utilization
rate of its cracker. Concerning to ethane supply, Braskem Idesa has entered into a long-term agreement to acquire ethane and could also
import in the sport market.
To ensure the
Fast-Track Solution’s feasibility, Braskem Idesa executed agreements with Smart Pass, a logistics operator, and with Enestas, a
company specialized in cryogenic gas transportation. Smart Pass is responsible for receiving liquefied ethane at the Port of Coatzacoalcos
docks and unloading it from the vessels in cryogenic tanks. Enestas is responsible for the transport of ethane by truck to the Braskem
Idesa petrochemical complex, where the ethane is stored in existing tanks and regasified for use in the production process.
With an approximate
investment of R$49.9 million (US$9.6 million), this complementary solution for acquiring feedstock had made it possible to import up to
12,800 barrels per day of ethane to the Petrochemical Complex in Mexico, which represents 19% of its ethane needs. In February 2020, Braskem
Idesa started its operation to import ethane (the “Fast Track Solution”) and imported its first shipment of ethane.
The total investment
in the Fast Track Solution, considering expansion, is an approximate total investment of R$67.5 million (US$12.1 million), with approximately
R$55.2 million (US$9.9 million) spent by the end of 2020. The expansion of this complementary solution for acquiring feedstock makes it
possible to import up to 35,000 barrels per day of ethane to the Petrochemical Complex in Mexico, which represents 50% of its ethane needs.
In December 2020, Braskem Idesa concluded the first phase of expansion of the Fast Track Solution to 20 kbpd and, in April 2021 we concluded
the second phase of expansion to a total capacity of 25 kbpd. By 2022 Braskem Idesa increased the total capacity up to 35,000 bpd as a
result of additional investment of R$86.5 million (US$15.5 million).
By 2024, our
petrochemical complex had an operating rate of approximately 78% primarily due to the shortfall in ethane supplied under the ESA, which
was partially offset by imported ethane supplied by the Fast Track Solution. We diversified our sources of feedstock supply with the Fast-Track
Solution and we plan to increase our import capacity in the future by adding additional discharge stations, both at the port and at our
plant. Once the Ethane Import Terminal is operational, we expect to not rely on the Fast-Track Solution.
In addition,
to implement the Fast-Track Solution, we executed the BNL Ethane Supply Agreement, a contract for the purchase of a target volume of ethane
per year with Braskem Netherlands in February 2020, which has a term of twenty-four months, extendable for one optional period of six
months. The price of ethane was determined by a contractual formula, and penalties would apply for delivery delays or if incorrect quantities
are delivered. In addition, we have purchased additional volumes of ethane from Braskem Netherlands by entering into the BNL Ethane Supply
Agreement Amendment.
On December
18, 2023, Braskem Idesa entered into a term agreement for the purchase of ethane with Braskem Netherlands, B.V., substituted on January
1, 2024 for Braskem Trading & Shipping B.V. in effect until March 2033, using Mont Belvieu price reference, in order to import: (i)
additional capacity of ethane to the ethane currently supplied by Pemex before Ethane Import Terminal becomes fully operational, and (ii)
all ethane requirements of Braskem Idesa after Ethane Import Terminal become operational.
For additional
information, particularly relating to the risks associated with this project, please see “Item 3.D Risk Factors—Risks Relating
to Mexico—We source part of our ethane feedstock from Pemex in Mexico, which we expect to be our primary source of ethane until
the Ethane Import Terminal is operational.”
On October 12,
2021, Braskem Idesa and Braskem Idesa Servicios incorporated Terminal Química Puerto México, S.A.P.I. under the laws of
Mexico, with the main purpose of designing, constructing and developing the ethane import terminal and a pipeline that will connect the
terminal directly to our Complex. In addition, on December 09, 2021, Braskem Idesa’s board of directors approved the Final Investment
Decision (“FID”) in order to invest in the Ethane Import Terminal Project. The expected ethane capacity of the Ethane Import
Terminal would be enough to fulfill the total ethane needs for the Mexico Complex. This terminal would provide the capacity to import
more ethane than we currently require. With this, our Mexico Segment will be able to source the total needs of our Mexico Complex to
increase our polyethylene production and take advantage of the forecasted increase in demand for polyethylene products in North America
and around the world.
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The estimated
cost of the Ethane Import Terminal and related infrastructure investment is approximately R$3,592 million (US$580 million) (inclusive
of financing costs and VAT). On June 13, 2022, Braskem Idesa and TQPM, entered into a stock purchase agreement with Advario, a carve-out
of Oiltanking GmBH, for a 50% interest in TQPM, subject to certain conditions precedents. The Mexican Antitrust agency (COFECE) approved
such purchase on October 3, 2022. On March 1, 2023, Braskem Idesa met the conditions precedent, receiving the payment of R$316 million
(US$56 million) referring to the capital contribution disbursed, which was equivalent to 50% interest in TQPM’s capital by Braskem
Idesa until the respective date, totaling R$584 (US$112 million). On May 7, 2025, Terminal Química Puerto México (TQPM)
was officially inaugurated. Subsequently, on September 6, 2025, TQPM started ethane supply to Braskem Idesa in commissioning phase. The
Ethane Import Terminal is expected to reach full capacity by mid-2026.
In October 2023,
with the support of its shareholders, Braskem Idesa and Advario, TQPM secured the financing of R$1,975 million (US$408 million) Senior
Loan, by INBURSA, ING KFW-IPEX, Credit Agricole, Mizuho, and DEG. It is a syndicated project finance loan, a five-year mini-perm deal
with standard guarantees for a transaction of this nature. The capital structure of the project is expected to be 30% equity and 70% debt
of the total investment. On November 2023, TQPM made the first disbursement of the syndicated project finance loan in the amount of R$760
million (US$157 million).
On October 7,
2022, TQPM entered into a partial assignment agreement (contrato de cesión parcial) with Administración del Sistema Portuario
Nacional Coatzacoalcos, S.A. de C.V. (“ASIPONA”) for the land that will be used for the construction of the storage system
of the Ethane Import Terminal. Also, TQPM obtained the construction license for construction of the storage system on December 22, 2022.
On October 31,
2022, TQPM entered into an Alliance Engineering, Procurement and Construction Contract with ICA Flour Daniel, S. de R.L. de C.V. (“ICAF”),
therefore ICAF is responsible for the design, engineering, procurement, construction, commissioning and deliver turnkey the Ethane Import
Terminal to TQPM.
Please see “Item
3. D Risk Factors—Risks Relating to Mexico—We source part of our ethane feedstock from Pemex in Mexico, which we expect to
be our primary source of ethane until the Ethane Import Terminal is operational.”