PRIO3

PRIO S.A., traded on B3 under the ticker PRIO3, is a Brazilian oil and gas company predominantly engaged in offshore oil exploration and production. The company traces its origins to 2008, when it was incorporated as BN 16 Participações Ltda., initially focused on equity investments. In 2009, it was converted into a closely held public company and renamed HRT Participações em Petróleo S.A., directing its efforts mainly toward exploratory activities in the Solimões Basin and in assets in Namibia. After an intensive exploration cycle between 2010 and 2013, marked by discoveries without significant commercial success and rising costs, the company began a deep restructuring process in 2014, which culminated in a strategic shift from an exploration-based model to one focused on acquiring and redeveloping mature producing fields.

The year 2014 marks the beginning of the trajectory that led to the current PRIO. At that time, a group of investors began to inject capital and influence the strategic reorientation of then-HRT, supported by consultants who would later assume key executive roles. As part of the new direction, the company initially acquired 60% of the Polvo Field concession, in the Campos Basin, from BP Energy do Brasil, and shortly thereafter signed a contract to acquire the remaining 40% from Maersk, consolidating 100% ownership and operatorship of the asset. In 2015, the change in positioning was reinforced with the adoption of the corporate name Petro Rio S.A., later simplified to PRIO S.A., and the implementation of a new organizational culture centered on results, meritocracy, cost control, and a strong emphasis on health, safety and environment. In the same year, its shares began trading on B3 under the code PRIO3, giving the company greater visibility in the Brazilian capital markets.

PRIO has consolidated a business model based on acquiring mature oil and gas fields, mostly divested by major oil and gas companies, and creating value through cost rationalization, operational efficiency gains, and reservoir redevelopment. The company operates as a holding company, with operating subsidiaries dedicated to the exploration, production, and commercialization of oil, with virtually 100% of operating revenue coming from the sale of oil extracted from offshore fields. Key operating assets include the Frade, Albacora Leste, Polvo, Tubarão Martelo, Wahoo and Peregrino fields, all in the Campos Basin, with PRIO predominantly acting as operator. The strategy includes revitalization projects and drilling of new wells in fields already in production, as well as the implementation of enhanced oil recovery (EOR) techniques to extend the economic life of assets and increase the recoverable volume of reserves.

From an operational standpoint, the company’s current portfolio is concentrated in offshore waters of the Campos Basin, with assets that combine ongoing production and development projects. The Frade Field, located about 120 km off the coast of Cabo Frio (RJ), is one of PRIO’s production pillars, with an area of approximately 154 km², a concession renewed until 2041, and 100% exploratory interest held by wholly owned subsidiaries. The company gradually acquired full ownership of the field between 2019 and 2021 through transactions with Chevron, INPEX and Petrobras, and since then has been carrying out a revitalization plan with drilling campaigns for producing and injection wells that have significantly increased the asset’s output. The cluster formed by the Polvo and Tubarão Martelo fields, also in the Campos Basin, exemplifies the strategy of operational synergies: the tieback between the two fields enabled shared infrastructure, a substantial reduction in combined annual costs, and an extension of the cluster’s useful life.

In addition to Frade, Polvo and Tubarão Martelo, PRIO has expanded its asset base with significant acquisitions in recent years. In 2020 and 2021, through its subsidiary Petro Rio Jaguar Petróleo Ltda., it signed agreements to acquire interests in blocks BM-C-30 (Wahoo) and BM-C-32 (Itaipu), both in the Campos Basin. In 2022, it signed a contract with Petrobras to acquire a 90% interest and operatorship of the Albacora Leste Field, a transaction concluded in January 2023, adding a large-scale asset to its portfolio. In parallel, it divested its 10% interest in the Manati Field, a gas producer, in a transaction completed in 2023, reinforcing its focus on offshore oil. In 2023, it also completed the incorporation of 100% of the shares of Dommo Energia S.A., now PRIO Forte, strengthening the group’s scale. In 2024 and 2025, the company advanced its entry into the Peregrino and Pitangola fields in the Campos Basin through the indirect acquisition of an interest from Sinochem, followed by contracts with Equinor to acquire the remaining interest and operatorship, subject to regulatory approvals.

PRIO’s economic performance reflects the expansion of its asset base and its focus on efficiency. The company’s average daily production grew significantly between 2022 and 2024, accompanied by an increase in proved reserves (1P), certified by an independent consulting firm, from just over 430 million barrels in 2022 to around 688 million barrels in January 2025. The company reports high reserve replacement ratios (Reserve Replacement Ratio), above 100% in recent years, based on a combination of acquisitions and redevelopment projects. In terms of net revenue, operations are concentrated on the sale of oil from its main fields, with Frade, the Polvo–Tubarão Martelo cluster, Albacora Leste and, more recently, Peregrino accounting for the largest share of revenue. The customer base consists mostly of global trading houses and major energy companies, with some recurring buyers accounting for more than 10% of revenue in recent fiscal years.

PRIO operates in a highly regulated sector in which the National Agency of Petroleum, Natural Gas and Biofuels (ANP) plays a central role in regulating, contracting and overseeing exploration and production activities in Brazil. The company and its operating subsidiaries are qualified as Operator A before ANP, which authorizes them to conduct offshore operations in shallow, deep and ultra-deep waters, as well as in onshore blocks. The company’s activities are subject to the concession regime established by the Petroleum Law, to specific rules applicable to contracts in basins such as Campos, and to regulations on operational safety, local content, and health, safety and environment. In field acquisition transactions, PRIO depends on the approval of agencies such as ANP and the Administrative Council for Economic Defense (CADE), as well as on the fulfillment of customary conditions precedent for this type of transaction.

In terms of operational and governance practices, PRIO emphasizes the adoption of health, safety and environment (HSE) standards in its fields, integrating this focus into the corporate culture defined after the 2014–2015 restructuring. The company directs efforts to maintaining high operational efficiency and minimizing unplanned downtime, including through maintenance planning and optimization of supplier contracts. At the same time, it develops redevelopment projects using enhanced oil recovery techniques, such as polymer injection to reduce water production, seeking to increase the recovery factor without compromising environmental and safety parameters. The company’s governance is structured to operate as a listed holding company, consolidating the results of its E&P operating subsidiaries and maintaining an ongoing relationship with the market through the regular disclosure of production, reserves and financial results.

On B3, PRIO3 shares represent a company positioned as one of the country’s leading independent oil producers, with a geographic focus concentrated in the Campos Basin and an expanding portfolio driven by acquisitions of mature fields and development projects. The company’s evolution from the former exploratory HRT to the current production-oriented PRIO reflects a redesign of its business model around cash-generating assets, cost reduction, efficiency gains and the extension of the economic life of fields, within the Brazilian regulatory framework for oil and natural gas.