Sendas Distribuidora (ASAIY) signs deal to sell FIC stake to Itaú for BRL 260M
Rhea-AI Filing Summary
Sendas Distribuidora S.A. (Assaí) reported that it signed definitive and binding agreements with Itaú Unibanco Holding S.A. and fellow retailers Grupo Casas Bahia and Companhia Brasileira de Distribuição to sell their equity interests in Financeira Itaú CBD S.A. (FIC).
The deal will occur in two phases. First, Grupo Casas Bahia and CBD will sell their stakes in FIC. Within two years after that closing, Assaí will sell its indirect interest, after which Itaú will be FIC’s sole shareholder. Assaí expects to receive approximately BRL 260,000,000.00 for its indirect interest, subject to closing adjustments.
Completion of the transaction depends on approvals from Brazil’s antitrust authority CADE and the Central Bank (BACEN). After the first phase closes, the existing commercial partnership between Assaí and FIC will be extended for two years, preserving FIC’s exclusivity for current products, while Assaí may negotiate new partners or offer additional financial products and services. Itaú/Assaí cobranded cards will remain active across Assaí’s sales channels during this period.
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Insights
Assaí monetizes its finance JV stake for BRL 260M while keeping card partnership and gaining flexibility for new financial products.
Sendas Distribuidora (Assaí) agreed to sell its indirect interest in Financeira Itaú CBD (FIC) to Itaú Unibanco in a two-phase deal alongside Grupo Casas Bahia and CBD. Assaí’s portion is priced at approximately
Regulatory approvals from CADE and BACEN are described as customary conditions precedent, so timing and terms ultimately depend on these decisions. After the first phase closes, Assaí’s commercial partnership with FIC is extended for two years, keeping FIC’s exclusivity for existing financial products offered to Assaí’s customers, including cobranded Itaú/Assaí cards that remain valid in all sales channels.
At the same time, Assaí gains the right to explore new financial products and services, either directly or with other partners, for both individual and corporate clients. The balance between continued cooperation with FIC and the ability to add new partnerships could influence how Assaí builds its financial services offering over that two-year extension period, with future disclosures likely clarifying execution choices and timing.
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.Publicly-Held Company with Authorized CapitalCNPJ/MF No. 06.057.223/0001-71NIRE 33.300.272.909MATERIAL FACTSENDAS DISTRIBUIDORA S.A. (“Company” or “Assaí”), in compliance with CVM Resolution No. 44 of August 23, 2021, as amended, hereby informs its investors and the market that it has executed definitive and binding agreements with Itaú Unibanco Holding S.A. (“Itaú”), as purchaser, and the Company, Grupo Casas Bahia S.A. (“GCB”), and Companhia Brasileira de Distribuição (“CBD” and, together with the Company and GCB, the “Retailers”), as sellers, regarding the equity interests directly or indirectly held by the Retailers in Financeira Itaú CBD S.A. – Crédito, Financiamento e Investimento (“FIC” and the “Transaction”).The Transaction will be implemented in two phases. The first phase will comprise the sale of GCB’s and CBD’s direct or indirect interests in FIC, while the second phase, to occur within two years after the closing of the first, will comprise the sale of the Company’s indirect interest in FIC. Upon completion of both phases, Itaú will become the sole direct or indirect shareholder of FIC.The price to be received by the Company for the sale of its indirect interest in FIC is approximately two hundred and sixty million reais (BRL 260,000,000.00), subject to certain adjustments until the closing date.Closing of the Transaction is subject to customary conditions precedent, including, among others, approval by the Brazilian Antitrust Authority - CADE and the Brazilian Central Bank - BACEN.Upon conclusion of the first phase of the Transaction: (i) the existing commercial partnership between the Company and FIC will remain effective for another 2 (two) year period, during which FIC will retain its current exclusivity for the distribution of the existing financial products and services, which are already offered to the Company’s client base; and (ii) the Company will have the right to pursue new opportunities for the distribution of other financial products and services to its individual and corporate client bases, either directly or through one or more new commercial partners, under new terms to be negotiated.Additionally, the Company informs FIC’s existing client base that its Itaú/Assaí cobranded cards will remain active and fully eligible to be used in any of the Company’s sales channels during the extension of the commercial partnership between the Company and FIC.The Company will keep its shareholders and the market duly informed, in accordance with applicable laws and regulations, of any material act or fact involving the Company and/or developments related to this matter.Rio de Janeiro, December 8th, 2025Belmiro de Figueiredo GomesChief 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 8, 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.
FAQ
What transaction did Sendas Distribuidora S.A. (ASAIY) announce in this 6-K?
Sendas Distribuidora S.A. (Assaí) announced that it signed definitive and binding agreements with Itaú Unibanco, Grupo Casas Bahia, and Companhia Brasileira de Distribuição to sell the equity interests they hold directly or indirectly in Financeira Itaú CBD S.A. (FIC), in a two-phase transaction that will make Itaú the sole shareholder of FIC.
How much will Assaí receive for its interest in Financeira Itaú CBD (FIC)?
Assaí expects to receive approximately BRL 260,000,000.00 as the price for the sale of its indirect interest in FIC, with this amount subject to certain adjustments up to the closing date.
What are the main conditions for closing the Itaú–Assaí FIC transaction?
Closing is subject to customary conditions precedent, including approvals from the Brazilian Antitrust Authority CADE and the Brazilian Central Bank BACEN, as explicitly required before the transaction can be completed.
How will the transaction between Assaí and Itaú be structured over time?
The transaction will occur in two phases. First, Grupo Casas Bahia and CBD will sell their direct or indirect interests in FIC. Within two years after the first phase closes, Assaí will sell its indirect interest, after which Itaú will be the sole direct or indirect shareholder of FIC.
What happens to Assaí’s commercial partnership with FIC and the Itaú/Assaí cobranded cards?
After the conclusion of the first phase, the existing commercial partnership between Assaí and FIC will remain effective for another two years. During this period, FIC retains exclusivity for the financial products and services it already offers to Assaí’s clients, and the Itaú/Assaí cobranded cards will stay active and usable across all of Assaí’s sales channels.
Will Assaí be able to work with other financial partners after this transaction?
Yes. Upon completion of the first phase, Assaí will have the right to seek new opportunities to distribute additional financial products and services to its individual and corporate client bases, either directly or through one or more new commercial partners, under newly negotiated terms.
How will investors be updated on the progress of the Itaú–Assaí FIC deal?
Assaí stated that it will keep shareholders and the market duly informed of any material acts, facts, or developments related to this transaction, in line with applicable laws and regulations.
