[6-K] Nexa Resources S.A. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Form 4 Overview – Torrid Holdings Inc. (CURV)

On June 30, 2025 Sycamore Partners Torrid, L.L.C. and its affiliated investment vehicles (collectively, “Sycamore”) filed a Form 4 reporting a significant change in their beneficial ownership of Torrid Holdings common stock. The filing covers transactions executed on June 26, 2025.

• Total shares disposed: 15,680,908.
• Disposition breakdown: (i) 9,650,000 shares sold to the public in a registered secondary offering, and (ii) 6,030,908 shares repurchased directly by the issuer in a privately-negotiated buyback.
• Price: $3.31625 per share (net of underwriting discount) for both legs of the transaction.
• Remaining ownership: 58,295,694 common shares are still reported as beneficially owned by Sycamore.
• Reporting persons: Seven Sycamore-related entities and Mr. Stefan Kaluzny (managing partner) jointly filed; each remains a >10 % owner and disclaims beneficial ownership beyond pecuniary interest.

No derivative securities were reported. The transaction code “S” confirms it was a sale of non-derivative equity.

Key takeaways for investors

• Sycamore reduced its stake by roughly 15.7 million shares but still retains a sizeable holding, potentially keeping meaningful influence over the company.
• The simultaneous issuer share repurchase offsets part of the public float increase and may signal Board approval of capital return at the stated price.
• The $3.31 transaction price provides an observable valuation reference for recent large-block trades.

Positive

• Issuer repurchase of 6.03 million shares at $3.31625 immediately reduces outstanding share count.
• Sycamore retains 58.3 million shares, ensuring continuity of a knowledgeable strategic shareholder.

Negative

• 15.68 million shares sold by the controlling shareholder increases public float by ~9.65 million shares, adding supply pressure.
• Partial exit by 10 % owner may signal reduced long-term commitment.

Insights

Securities Analyst

TL;DR Large insider sale reduces overhang but signals partial exit; buyback tempers dilution, overall slightly negative sentiment.

Material impact: The 15.7 million-share divestiture represents a sizable block and lessens Sycamore’s concentration, which could diminish perceived sponsor commitment. Although 6.0 million shares were simultaneously retired by the company, net float still rises by roughly 9.6 million shares, adding supply that may pressure the stock near-term. The price ($3.31) was struck at a modest discount to prior secondary offerings, creating a near-term valuation benchmark. Post-transaction Sycamore retains 58.3 million shares, so governance influence remains high. Overall, the filing is modestly negative given the continued sell-down by the controlling shareholder, partially offset by the accretive buyback.

Corporate Governance Expert

TL;DR Stake cut shows liquidity path for sponsor yet maintains control; governance dynamics largely unchanged.

The joint filing lists seven Sycamore entities plus Mr. Kaluzny, reaffirming their coordinated status and >10 % ownership. While the sale reduces economic exposure, Sycamore’s remaining 58.3 million shares likely still represent a majority position, preserving board influence and strategic control. The disclosure complies with Rule 16a-3(j) and includes standard disclaimers of beneficial ownership. No derivative positions or new voting agreements are indicated. Investors should monitor future filings for continued stair-step exits that could alter control.

U.S. 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 June 2025

Nexa Resources S.A.

(Exact Name as Specified in its Charter)

       N/A       

(Translation of Registrant’s Name)

37A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    X   Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes       No   X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

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: June 30, 2025.

Nexa Resources S.A.

By:/s/ José Carlos del Valle

Name: José Carlos del Valle

Title:  Senior Vice President of Finance and Group Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Nexa Announces Full Resumption of Operations at Cajamarquilla

FAQ

How many Torrid (CURV) shares did Sycamore sell on June 26 2025?

A total of 15,680,908 common shares were disposed of: 9.65 million via secondary offering and 6.03 million through an issuer buyback.

What price did the CURV shares trade at in the secondary offering?

Shares were sold and repurchased at $3.31625 per share (net of underwriting discount).

How many Torrid shares does Sycamore still own after the sale?

Sycamore reports 58,295,694 shares beneficially owned following the transactions.

Did the filing report any derivative securities activity?

No. Table II shows no derivative instruments acquired or disposed of.

Why are multiple Sycamore entities listed in the Form 4?

Seven related entities and Mr. Stefan Kaluzny jointly filed because they collectively control the shares; each disclaims ownership beyond its pecuniary interest.