Brazil Potash (GRO) secretary resigns but continues as legal advisor

Rhea-AI Filing Summary

Brazil Potash Corp. reported that its Corporate Secretary, Neil Said, resigned from his officer role effective April 28, 2026. The company stated his resignation was not due to any disagreement regarding operations, policies, or practices.

After stepping down, Mr. Said will continue providing legal consulting services to Brazil Potash as a non-employee under his existing Independent Contractor Agreement, which remained unchanged in connection with the resignation. The company is also incorporating this report by reference into its existing registration statements on Form F-3 and Form S-8.

Key Terms

Report on Form 6-K, Corporate Secretary, Independent Contractor Agreement, Registration Statements on Form F-3, +1 more

5 terms

Report on Form 6-K regulatory

"The information in this Report on Form 6-K is hereby incorporated by reference"

A report on Form 6-K is a document foreign companies file with the U.S. securities regulator to share important updates—like financial results, management changes, or material announcements—when those items occur. For investors it acts like a timely notice or bulletin, giving access to material information about a non-U.S. issuer so market participants can make informed decisions, similar to how an accident report quickly informs people about an unexpected event.

Corporate Secretary financial

"Neil Said, the Corporate Secretary of Brazil Potash Corp., … notified the Company of his resignation"

A corporate secretary is a person in a company who helps organize meetings, keeps important records, and makes sure the company follows legal rules. They act like a bridge between the company's leaders and its shareholders, making sure everything runs smoothly and by the book. Their role is important because it helps the company stay organized and legally compliant.

Independent Contractor Agreement financial

"pursuant to his existing Independent Contractor Agreement with the Company dated January 1, 2014"

Registration Statements on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statements on Form F-3"

Form S-8 regulatory

"into the Company’s Registration Statements on Form F-3 … and Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form 6-K: How Foreign Companies Report to the SEC →

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42423

BRAZIL POTASH CORP.

(Translation of registrant’s name into English)

198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

Tel: +1 (416) 309-2963

(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 ☐ Form 40-F

INFORMATION CONTAINED IN THIS REPORT

On April 28, 2026, Neil Said, the Corporate Secretary of Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Company”) notified the Company of his resignation as the Corporate Secretary of the Company, effective April 28, 2026. Mr. Said’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Following his resignation, Mr. Said will continue to provide legal consulting services to the Company on a non-employee basis pursuant to his existing Independent Contractor Agreement with the Company dated January 1, 2014, as amended on November 1, 2021 and January 16, 2025. The Independent Contractor Agreement was not further amended in connection with his resignation.

The information in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-2949640), Form S-8 (File No. 333-288029), and Form S-8 (File No. 333-286827) and into the prospectuses forming a part thereof.

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.

				BRAZIL POTASH CORP.
Date: May 4, 2026				By:		/s/ Matthew Simpson
						Name: Matthew Simpson
						Title: Chief Executive Officer

FAQ

What leadership change did Brazil Potash Corp. (GRO) disclose in this 6-K?

Brazil Potash Corp. disclosed that Corporate Secretary Neil Said resigned effective April 28, 2026. He left the officer role but will continue to support the company as an external legal consultant under his existing Independent Contractor Agreement, which was not amended in connection with the resignation.

Did Neil Said resign from Brazil Potash (GRO) due to a disagreement with the company?

No. The filing states that Neil Said’s resignation as Corporate Secretary was not the result of any disagreement with Brazil Potash on matters related to its operations, policies, or practices, indicating the departure from the officer role was not tied to a disclosed dispute.

Will Brazil Potash (GRO) still receive legal services from former Corporate Secretary Neil Said?

Yes. After resigning as Corporate Secretary, Neil Said will continue providing legal consulting services to Brazil Potash on a non-employee basis under his existing Independent Contractor Agreement, originally dated January 1, 2014 and amended in 2021 and 2025, which remains unchanged.

How does this 6-K affect Brazil Potash Corp.’s (GRO) registration statements?

The report is incorporated by reference into Brazil Potash’s Registration Statement on Form F-3 and two Registration Statements on Form S-8. This means the information about the Corporate Secretary’s resignation becomes part of the disclosure record supporting those registered securities offerings.

What is the effective date of the officer change at Brazil Potash (GRO)?

The change became effective April 28, 2026, when Corporate Secretary Neil Said’s resignation took effect. From that date he no longer serves as Corporate Secretary but continues in a legal consulting capacity under the pre-existing Independent Contractor Agreement with Brazil Potash.