Sendas Distribuidora (ASAIY) details court ruling and guarantees in GPA tax case
Rhea-AI Filing Summary
Sendas Distribuidora S.A. reports a legal update on tax contingencies linked to its 2020 spin-off from Companhia Brasileira de Distribuição (GPA). A São Paulo business court denied Assaí’s request for urgent relief in a precautionary action on December 12, 2025, after GPA provided guarantees for the tax contingencies then being claimed from Assaí, including an administrative procedure of about R$ 36 million.
The precautionary measure and a separate arbitration against GPA and Casino Guichard Perrachon S.A. and Segisor remain in progress, seeking enforcement of the separation agreement and proper allocation of responsibilities, guarantees and indemnities. Assaí reiterates that it believes it has no direct or joint responsibility for GPA’s tax liabilities and states it will continue pursuing judicial, arbitral and administrative measures to protect its position.
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Insights
Tax dispute continues; court denies urgent relief but claims are guaranteed by GPA.
The update centers on tax contingencies arising from the 2020 spin-off from GPA. Assaí sought urgent court relief to secure protection from GPA-related tax claims, but the São Paulo court denied this specific request after noting that GPA had already provided guarantees for the contingencies currently pursued against Assaí, including an administrative procedure of about R$ 36 million.
Despite the denial of urgent relief, the underlying precautionary lawsuit and a parallel arbitration against GPA and Casino remain active. These proceedings focus on enforcing the separation agreement’s allocation of responsibilities, guarantees and indemnities for GPA’s tax liabilities. Assaí explicitly maintains that it has no direct or joint responsibility for these taxes and signals that it will keep using judicial, arbitral and administrative channels to contest any attempt to attribute such liabilities.
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 December 2025
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
SENDAS DISTRIBUIDORA S.A.
Public Corporation
CNPJ/MF No. 06.057.223/0001-71
NIRE 33.300.272.909
NOTICE TO MARKET
SENDAS DISTRIBUIDORA S.A. (“Company” or “Assaí”), in continuation of the Material Fact disclosed by the Company on September 24, 2025 (“Material Fact 24.9.25”) and in view of the Material Fact disclosed today by Companhia Brasileira de Distribuição (“GPA”), hereby communicates and clarifies the following:
1. As previously disclosed by the Company, there is an ongoing precautionary judicial measure with a request for an injunction (“Precautionary Measure”) and an arbitration proceeding initiated by Assaí against GPA and Casino Guichard Perrachon S.A. and Segisor (jointly, “Casino”), aimed at holding GPA and Casino responsible and requiring them to provide guarantees for GPA’s tax contingencies prior to the spin-off completed on December 31, 2020, since tax authorities have been seeking to attribute joint liability to Assaí for such GPA tax contingencies that are still under discussion
2. On December 12, 2025, the judge of the 3rd Business Court of the State of São Paulo issued a decision denying the request for urgent relief made by Assaí in the Precautionary Measure. This first instance decision, which is subject to appeal, was rendered in view of the fact that GPA had secured the tax contingencies that were, up to that point, being claimed against Assaí, including the Administrative Procedure for Recognition of Liability (PARR), in the approximate amount of R$ 36 million, as mentioned in the Material Fact of September 24, 2025.
3. The judicial precautionary measure and the arbitration proceedings initiated by Assaí against Casino and GPA are still ongoing, with the aim of safeguarding Assaí’s rights and ensuring, pursuant to the Separation Agreement, the proper allocation of responsibilities and obligations among the parties, including with respect to the provision of guarantees and indemnification for any liabilities that are not Assaí’s responsibility.
4. Assaí reiterates its firm conviction that it does not have any responsibility, whether direct or joint, for tax liabilities belonging to GPA, a position supported by solid legal grounds and independent legal opinions of recognized reputation. Assaí will continue to take all appropriate measures, in the judicial, arbitral, or administrative spheres, including before the competent tax authorities, to safeguard its rights and definitively prevent any attempt to attribute to it a liability that does not pertain to it.
Rio de Janeiro, December 15, 2025.
Belmiro de Figueiredo Gomes
Chief Executive Officer and Investor Relations Officer
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: December 15, 2025
Sendas Distribuidora S.A.
By: /s/ Aymar Giglio Junior
Name: Aymar Giglio Junior
Title: Vice President of Finance
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.
