Sendas Distribuidora S.A. (ASAIY) to seek U.S. deregistration while maintaining B3 listing
Rhea-AI Filing Summary
Sendas Distribuidora S.A. (Assaí) plans to exit U.S. reporting requirements by filing a Form 15F to deregister its common shares and ADSs under Section 12(g) of the U.S. Securities Exchange Act and terminate its reporting obligations. Once Form 15F is filed, these obligations will be suspended immediately and are expected to end 90 days later, unless the SEC objects.
Assaí will keep its primary listing on the Novo Mercado segment of B3 in Brazil under the ticker ASAI3 and continue to follow Brazilian disclosure rules, making reports and results available on its investor relations website, including in English. Its ADSs, which were delisted from the New York Stock Exchange before market open on January 10, 2025, will remain eligible for trading in U.S. over-the-counter markets under the ticker ASAIY. The company notes it may delay, withdraw, or change its deregistration plans at any time.
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Insights
Assaí plans to end U.S. Exchange Act reporting while keeping Brazil as its primary market.
Assaí states that it intends to file Form 15F to terminate registration of its common shares and ADSs under Section 12(g) of the U.S. Exchange Act and to end its reporting duties there. Upon filing, its U.S. reporting obligations will be suspended immediately, with termination expected after 90 days if the SEC does not object. This shifts the disclosure framework for investors primarily to Brazilian regulation.
The company highlights that its common shares will remain listed on the Novo Mercado segment of B3 under ASAI3 and that it will continue to comply with Brazilian disclosure requirements, including providing English versions of reports on its investor relations website. Its ADSs, already delisted from the NYSE before market opening on January 10, 2025, are expected to keep trading in U.S. over-the-counter markets under ASAIY.
Assaí also explicitly reserves the right to delay or withdraw the Form 15F or otherwise change its deregistration plans. That caveat, together with the forward-looking statement language, underscores that the decision and timing could evolve, and that future disclosures from the company will be the main source for any updates on this process.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of April 2026
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959, Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
Assaí Announces Intention to File a Form 15F to Deregister in the United States under the U.S. Securities Exchange Act of 1934
São Paulo, Brazil, January 12, 2026 – Sendas Distribuidora S.A. (B3: ASAI3) (“Assaí”) announces its intention to file a Form 15F with the U.S. Securities and Exchange Commission (“SEC”) to terminate the registration of its common shares and American Depositary Shares (“ADSs”) under Section 12(g) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to terminate its reporting obligations under the Exchange Act. Upon filing Form 15F, Assaí’s reporting obligations under the Exchange Act will be suspended immediately and are expected to terminate 90 days after the filing, barring any objection by the SEC.
Assaí will maintain the listing of its common shares on the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão, its primary trading market, under the ticker “ASAI3,” and will continue to comply with Brazilian disclosure requirements. Periodic reports, annual and interim results, and communications will remain available on Assaí’s website (https://ri.assai.com.br), including in English.
In addition, Assaí’s ADSs, delisted from the New York Stock Exchange prior to market opening on January 10, 2025, will remain eligible for trading in the U.S. over-the-counter markets under the ticker “ASAIY.”
Assaí reserves the right, for any reason, to delay the Form 15F filing, to withdraw the filing prior to effectiveness, and to otherwise change its plans in respect of deregistration and termination of its reporting obligations under applicable U.S. federal securities laws in any way.
Contact Information
For further information, please contact:
Assaí Investor Relations Department
Email: ri.assai@assai.com.br
Telephone: +55 11 3411 5042
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, each as amended. Statements other than historical facts, including our beliefs and expectations, are forward-looking. The words “maintain”, “plans” and “intends” and similar expressions, as they relate to Sendas, identify forward-looking statements. These statements reflect management’s current views and are subject to risks and uncertainties. They are based on many assumptions and factors, including economic, market, industry, and operating conditions. Changes in these assumptions or factors could cause actual results to differ materially from expectations. Undue reliance should not be placed on them. Forward-looking statements speak only for the date they are made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 22, 2026
Sendas Distribuidora S.A.
By: /s/ Aymar Giglio Junior
Name: Aymar Giglio Junior
Title: Treasury Officer and Interim CFO
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
FAQ
What change is Sendas Distribuidora S.A. (Assaí, ASAIY) planning regarding its U.S. registration?
Assaí announces its intention to file a Form 15F with the U.S. SEC to terminate the registration of its common shares and ADSs under Section 12(g) of the U.S. Exchange Act and to terminate its reporting obligations under that law.
When will Assaí’s U.S. reporting obligations under the Exchange Act end?
Assaí states that its reporting obligations under the U.S. Exchange Act will be suspended immediately upon filing Form 15F and are expected to terminate 90 days after the filing, unless the SEC objects.
What happens to Assaí’s ADSs (ASAIY) after NYSE delisting and planned deregistration?
Assaí explains that its ADSs were delisted from the New York Stock Exchange before market opening on January 10, 2025, and that they will remain eligible for trading in U.S. over-the-counter markets under the ticker ASAIY.
Where will investors find Assaí’s financial reports and disclosures going forward?
Assaí notes that periodic reports, annual and interim results, and communications will continue to be available on its investor relations website (https://ri.assai.com.br), and that information will be provided in English as well.
Can Assaí change its plan to file Form 15F and deregister in the U.S.?
Yes. Assaí explicitly reserves the right, for any reason, to delay the Form 15F filing, withdraw the filing before it becomes effective, and change its plans regarding deregistration and termination of its U.S. reporting obligations.
