PRIO: Closing of the acquisition of 40% interest and operation of the Peregrino Field

Rio de Janeiro, November 11, 2025 – PRIO S.A. (“Company” or “PRIO”) (B3: PRIO3), in addition to the Material Fact disclosed on May 1st, 2025, informs its shareholders and the market in general that, after the fulfillment of the precedent conditions and the necessary approvals, the acquisition of  40% interest and operation of the Peregrino and Pitangola Fields (“Field” or “Peregrino”) has been concluded on this date.

As previously disclosed, the transaction with Equinor do Brasil Ltda. (“Equinor”) was structured in two phases: (i) acquisition of 40% interest and operation of the Field; and (ii) acquisition of the remaining 20% interest. The present transaction represents the conclusion of the first phase, while the second is expected to be concluded by mid-2026. The payment related to this first transaction amounted to US$ 1,545 million, already considering the applicable price adjustments as of January 1, 2024, and interest, but not including amounts related to any compensation for the Peregrino interdiction, a matter that will be addressed over the coming months.

As of this date, the economic results from the 40% interest in the Peregrino Field will be recognized and incorporated into PRIO’s financial statements and results. The Company also assumes the operation of the asset, consolidating 80% interest in the consortium, while Equinor, the former operator, retains the remaining 20% until the conclusion of the second phase of the transaction. As operator holding an 80% interest, PRIO will be able to capitalize on operational synergies and reduce lifting cost.

The acquisition represents the conclusion of another step in the execution of PRIO’s growth strategy, through the acquisition and redevelopment of mature fields. This transaction will add approximately 40,000 barrels per day to the Company’s production, increasing total production to more than 150,000 barrels per day. PRIO was advised by Jefferies International Limited as financial advisor and by Tauil & Chequer Advogados associated with Mayer Brown in Brazil, Mayer Brown LLP in the United States, and Mayer Brown International LLP in the United Kingdom.