Sendas Distribuidora S A Stock Price, News & Analysis

Sendas Distribuidora S.A. (ASAIY), also referred to as Assaí, is a public corporation based in Rio de Janeiro, Brazil. Its American Depositary Shares (ADSs) trade in the United States over-the-counter market under the ticker ASAIY, while its common shares are listed on the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão under the ticker ASAI3, which is identified in company communications as its primary trading market.

According to the company’s SEC reports, Sendas Distribuidora S.A. is organized as a publicly held company with authorized capital in Brazil, registered under CNPJ/MF No. 06.057.223/0001-71 and NIRE 33.300.272.909. The company communicates with investors through formal notices to shareholders, material facts, and notices to the market, reflecting the regulatory framework of both Brazilian and U.S. securities laws.

The company’s filings describe Assaí as maintaining its headquarters in the city of Rio de Janeiro, in the state of Rio de Janeiro, Brazil. It is subject to Brazilian corporate and securities regulation, including CVM Resolution No. 44, which governs the disclosure of material facts and notices to shareholders and the market. Assaí also files reports with the U.S. Securities and Exchange Commission as a foreign private issuer on Form 20-F and Form 6-K.

Trading structure and capital markets presence

Assaí’s common shares are traded on B3’s Novo Mercado segment under the ticker ASAI3. The company’s SEC filings state that its ADSs were delisted from the New York Stock Exchange prior to market opening on January 10, 2025, and that these ADSs remain eligible for trading in U.S. over-the-counter markets under the ticker ASAIY. The company has announced its intention to file a Form 15F to terminate the registration of its common shares and ADSs under Section 12(g) of the U.S. Securities Exchange Act of 1934 and to terminate its reporting obligations under that Act, with reporting obligations suspended upon filing and expected termination 90 days after filing, barring any SEC objection.

In Brazil, Assaí communicates that it will continue to comply with Brazilian disclosure requirements and maintain the listing of its common shares on B3. Periodic reports, annual and interim results, and communications are made available through its investor relations channels, including in English, as referenced in its SEC filings.

Corporate governance and board activity

Sendas Distribuidora S.A. discloses detailed minutes and extracts of meetings of its Board of Directors. These documents show that the company operates with a formal governance structure that includes a Board of Directors, an Audit Committee, a Finance and Investment Committee, and a Corporate Governance, Sustainability and Nomination Committee. Board meetings address topics such as:

• Approval of interest on equity (juros sobre o capital próprio) distributions to shareholders, subject to ratification by the Annual General Shareholders’ Meeting.
• Amendments to internal policies, including a Conflicts of Interest Policy and an Anticorruption Policy.
• Approval of structured transactions involving the purchase, sale, and lease of properties, including sale-and-leaseback (SLB), built-to-suit (BTS), and buy-to-lease (BTL) structures.
• Amendments to the internal regulations of governance-related committees.

These governance disclosures highlight the company’s use of board-level oversight for financial decisions, real estate transactions, and policy frameworks that address conflicts of interest and anticorruption practices.

Financial policies and capital allocation

Assaí’s filings emphasize financial discipline and capital allocation decisions. In a material fact, the company reports that it closed the year 2025 with a Net Debt / EBITDA ratio of approximately 2.56x, below previously communicated leverage guidance of 2.60x, and attributes this to financial discipline and rigor in capital allocation. The company also publishes projections for investment levels and store openings, describing guidance for investments and expansion for specific years, while noting that such projections are subject to revision based on market conditions and management analysis.

The company regularly uses interest on equity (JCP) as a mechanism to remunerate shareholders. Board resolutions and notices to shareholders describe approvals of JCP amounts, per-share calculations, ex-rights trading dates on B3, and the role of depositary banks in handling payments to ADR holders. The JCP amounts are stated to be charged to dividends to be resolved at future Annual General Shareholders’ Meetings, including the minimum mandatory dividend for the relevant fiscal year.

Real estate and structured transactions

Board minutes filed with the SEC describe a structured transaction between Assaí and entities of the SuccesPar group involving:

• The sale and concurrent leaseback (sale and leaseback – SLB) of three properties owned by the company, including two stores and one land parcel.
• Built-to-suit (BTS) construction on certain properties.
• The lease of additional properties, including properties to be built or refurbished under BTS structures and one property under a buy-to-lease (BTL) structure.

The board authorized management to execute all acts and documents necessary for this transaction and allowed for the substitution of properties and structures as long as the economic and financial rationale remained consistent with the presentation reviewed by the board.

Legal and tax-related proceedings

In a notice to the market, Assaí describes a precautionary judicial measure and an arbitration proceeding initiated against Companhia Brasileira de Distribuição (GPA) and Casino Guichard Perrachon S.A. and Segisor. These proceedings seek to hold those parties responsible for GPA’s tax contingencies prior to a spin-off completed on December 31, 2020, and to require guarantees for such contingencies, given attempts by tax authorities to attribute joint liability to Assaí.

The company reports that a first-instance decision denied urgent relief in the precautionary measure after GPA secured certain tax contingencies that had been claimed against Assaí. Assaí states that the judicial precautionary measure and arbitration proceedings remain ongoing and that it maintains the position, supported by legal opinions, that it has no responsibility for GPA’s tax liabilities. The company indicates it will continue to take measures in judicial, arbitral, and administrative forums to safeguard its rights.

Strategic transactions and financial partnerships

Assaí has disclosed a material fact regarding definitive and binding agreements with Itaú Unibanco Holding S.A. (Itaú) and other retailers, including Grupo Casas Bahia S.A. (GCB) and Companhia Brasileira de Distribuição (CBD), concerning equity interests in Financeira Itaú CBD S.A. – Crédito, Financiamento e Investimento (FIC). The transaction is described as occurring in two phases:

• The first phase involves the sale of GCB’s and CBD’s direct or indirect interests in FIC.
• The second phase, to occur within two years after the closing of the first phase, involves the sale of Assaí’s indirect interest in FIC.

Upon completion of both phases, Itaú is expected to become the sole direct or indirect shareholder of FIC. The company states that the price to be received for the sale of its indirect interest in FIC is approximately BRL 260 million, subject to adjustments. Closing is subject to conditions precedent, including approvals by the Brazilian antitrust authority (CADE) and the Brazilian Central Bank (BACEN).

After the first phase, the existing commercial partnership between Assaí and FIC is expected to remain effective for a two-year period, during which FIC retains exclusivity for distributing existing financial products and services already offered to Assaí’s client base. Assaí also notes that it will have the right to pursue new opportunities for distributing other financial products and services to its individual and corporate client bases, either directly or via new partners, and that Itaú/Assaí cobranded cards remain active in its sales channels during the partnership extension.

Shareholder base and relevant holdings

A notice to the market filed by Assaí reports the receipt of correspondence from Snapper Rocks Strategy Fundo de Investimento em Ações and WHG Apache Fundo de Investimento em Ações, which together acquired a relevant shareholding interest in the company. The correspondence states that these acquisitions form part of their investment strategy in shares issued by Assaí, including through derivative instruments that provide economic exposure to the shares.

The investors inform that they do not intend to change the composition of Assaí’s controlling group or management structure and that there are no shareholders’ agreements or contracts governing voting rights or purchase and sale of securities issued by the company, except for derivative agreements used for economic exposure. The investors also indicate that the acquisition of the relevant shareholding interest will be submitted to CADE, in line with applicable law.

U.S. reporting and deregistration plans

Assaí files current reports on Form 6-K as a foreign private issuer under the U.S. Securities Exchange Act of 1934. In a 6-K, the company announces its intention to file a Form 15F to terminate the registration of its common shares and ADSs under Section 12(g) of the Exchange Act and to terminate its reporting obligations under that Act. The filing states that upon submission of Form 15F, Assaí’s reporting obligations under the Exchange Act will be suspended immediately and are expected to terminate 90 days after filing, barring any SEC objection. The company reserves the right to delay, withdraw, or change its plans regarding deregistration and termination of reporting obligations.

Even with the intended deregistration in the United States, the company indicates that its ADSs, which were delisted from the New York Stock Exchange prior to market opening on January 10, 2025, remain eligible for trading in U.S. over-the-counter markets under the ticker ASAIY. Assaí also reiterates that it will maintain its listing on B3 and continue to comply with Brazilian disclosure requirements.

Risk disclosures and forward-looking information

Several of Assaí’s filings include special notes regarding forward-looking statements. These notes explain that statements other than historical facts, including beliefs and expectations, are forward-looking and subject to risks and uncertainties. The company notes that such statements are based on assumptions and factors related to economic, market, industry, and operating conditions, and that changes in these assumptions or factors could cause actual results to differ materially from expectations. Assaí cautions against undue reliance on forward-looking statements and indicates that projections and guidance may be revised in response to material changes in underlying factors.

ASAIY as an investment research subject

For investors and analysts following ASAIY stock, the company’s SEC filings provide insight into its governance, capital structure, leverage objectives, shareholder remuneration policies, legal and tax-related matters, and strategic transactions. The dual presence on B3 (ASAI3) and in U.S. over-the-counter markets (ASAIY) means that both Brazilian and international investors may reference these documents when evaluating the company. Assaí’s communications emphasize regulatory compliance in Brazil, formal board oversight of key decisions, and structured approaches to financing, real estate, and partnerships.