Lavoro (LVRO) plans Nasdaq delisting and to suspend U.S. reporting

Rhea-AI Filing Summary

Lavoro Limited plans to voluntarily delist its ordinary shares and warrants from the Nasdaq Global Market. The company intends to file a Form 25 on or about February 24, 2026, so it expects the last Nasdaq trading day to be on or about February 23, 2026. Around March 6, 2026, it also plans to file Form 15 to suspend U.S. SEC reporting obligations. Lavoro cites challenging market conditions in Brazil, low trading volume, limited U.S. investor interest and capital markets access, and the significant costs and management burden of remaining U.S.-listed as key reasons for this move. After delisting, any trading would be limited to private transactions and possibly over-the-counter markets, with no guarantee that an active market will develop.

Positive

• None.

Negative

• Voluntary Nasdaq delisting and deregistration: Lavoro will remove its ordinary shares and warrants from the Nasdaq Global Market via Form 25 and suspend U.S. reporting with Form 15, reducing liquidity, U.S. market access, and ongoing disclosure for investors.
• Uncertain post-delisting trading market: The company states that, after delisting, trading may be limited to private sales or potential OTC markets, with no guarantee that any broker will make a market or that trading will occur.

Insights

Cross-border equity and disclosure analyst

Lavoro is exiting the U.S. listing, cutting costs but reducing liquidity and transparency.

Lavoro has chosen to delist its ordinary shares and warrants from Nasdaq and deregister them under the U.S. Exchange Act. It plans a Form 25 around February 24, 2026 and a Form 15 around March 6, 2026 to suspend ongoing reporting.

The company links this decision to a challenging market environment in Brazil, low trading volume, and a limited U.S. public shareholder base, which have constrained liquidity and access to U.S. capital markets. At the same time, it continues to incur sizeable audit, legal, compliance, and management costs tied to U.S. listing and Sarbanes-Oxley obligations.

After the Nasdaq delisting, trading in Lavoro’s securities may occur only through privately negotiated deals or potentially on over-the-counter venues, with no assurance of an active market. The board-approved move shifts the balance toward cost savings but also reduces visibility and may affect how easily shareholders can trade, depending on if and how an OTC market develops.

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 February 2026

Commission File Number: 001-41635

Lavoro Limited

(Exact name of registrant as specified in its charter)

Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401
São Paulo - SP, 04548-005, Brazil
+55 (11) 4280-0709

(Address of principal executive office)

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 X Form 40-F

EXHIBITS

EXHIBIT
99.1	Press Release dated February 13, 2026 – Lavoro Announces Voluntary Delisting from the Nasdaq Global Market

SIGNATURE

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.

			Lavoro Limited
			By:	/s/Julian Garrido Del Val Neto
				Name:	Julian Garrido Del Val Neto
				Title:	Chief Financial Officer

Date: February 13, 2026

Exhibit 99.1

Lavoro Announces Voluntary Delisting from the Nasdaq Global Market

SÃO PAULO – February 13, 2026 - Lavoro Limited (Nasdaq: LVRO, LVROW) (the “Company” or “Lavoro”) announced today that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and its warrants exercisable for one Ordinary Share at an exercise price of $11.50 (the “Warrants”) from the Nasdaq Global Market.

Lavoro intends to file a Form 25 (Notification of Removal of Listing) with the SEC to remove its Ordinary Shares and Warrants from listing on the Nasdaq Global Market on or about February 24, 2026 and deregister such securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, Lavoro expects that the last trading day of its Ordinary Shares and Warrants on the Nasdaq Global Market will be on or about February 23, 2026. Furthermore, on or about March 6, 2026, the Company intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

The decision to delist and deregister the Ordinary Shares and Warrants is based on the evaluation of a range of factors and was approved by the Board of Directors. These considerations include the challenging market environment in Brazil during the most recent crop cycles and the costs and expenses associated with being a publicly traded company, particularly given the limited benefits currently associated with maintaining a U.S. public listing.

The Company’s low trading volume and limited public shareholder base have reduced the liquidity of its securities and limited its ability to access the U.S. public capital markets, to attract interest from institutional investors and market analysts, and to use its securities as consideration in strategic transactions. At the same time, the Company continues to incur significant audit, legal and other costs associated with being a reporting company, as well as substantial management time and compliance demands under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards. The burdens associated with operating as a publicly traded company outweigh the advantages to the Company and its shareholders at this time.

Following the delisting of Lavoro’s Ordinary Shares and Warrants from trading on Nasdaq, any trading in such securities would only occur in privately negotiated sales and potentially on an over-the-counter market. There is no guarantee, however, that a broker will make a market in Lavoro’s Ordinary Shares and Warrants and that trading thereof will occur on an OTC market or otherwise.

The Company reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary, the Company will make any further announcement as required by the Nasdaq listing standards and other applicable laws.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “guidance,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the delisting and deregistration of the Ordinary Shares and Warrants. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro.

These forward-looking statements are subject to a number of risks and uncertainties indicated from time to time in the Annual Report on Form 20-F filed by Lavoro or in the future, including those under “Risk Factors” therein, or Lavoro’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Lavoro’s expectations, plans, or forecasts of future events and views as of the date of this press release. Lavoro anticipates that subsequent events and developments will cause Lavoro’s assessments to change. However, while Lavoro may elect to update these forward-looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact

Luiz Spinardi

luiz.spinardi@lavoroagro.com

Fernanda Rosa

fernanda.rosa@lavoroagro.com

FAQ

What did Lavoro Limited (LVRO) announce in this 6-K filing?

Lavoro announced it will voluntarily delist its ordinary shares and warrants from the Nasdaq Global Market. It plans to file Form 25 to remove the listing and Form 15 to suspend U.S. SEC reporting obligations, significantly changing how its securities trade and are disclosed.

When will Lavoro (LVRO) delist its shares and warrants from Nasdaq?

Lavoro intends to file Form 25 on or about February 24, 2026, and expects the last trading day for its ordinary shares and warrants on Nasdaq to be on or about February 23, 2026. These dates mark the effective transition away from the Nasdaq Global Market.

Why is Lavoro (LVRO) choosing to delist from the Nasdaq Global Market?

Lavoro cites challenging market conditions in Brazil, low trading volume, and a limited public shareholder base as reasons. These factors restrict liquidity and access to U.S. capital markets, while the company continues to bear substantial audit, legal, compliance, and management costs from being U.S.-listed.

How will Lavoro’s delisting affect trading in its ordinary shares and warrants?

After delisting, trading would only occur through privately negotiated transactions and potentially on over-the-counter markets. The company explicitly notes there is no guarantee any broker will make a market or that active trading in its ordinary shares and warrants will continue after leaving Nasdaq.

What is Lavoro (LVRO) planning with Form 15 after delisting from Nasdaq?

On or about March 6, 2026, Lavoro plans to file Form 15 with the SEC to suspend reporting obligations under Sections 12(g) and 15(d) of the Exchange Act. This will reduce its U.S. regulatory and disclosure requirements, lowering ongoing compliance costs and management workload.

Who approved Lavoro’s decision to delist and deregister its securities?

Lavoro states that the decision to delist its ordinary shares and warrants and deregister them under the Exchange Act was approved by its Board of Directors. The board weighed market conditions, liquidity, shareholder base, costs, and the limited benefits of maintaining a U.S. public listing.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.4 KB