Suzano shareholder pact takes effect after capital cut

Rhea-AI Filing Summary

Suzano S.A. (SUZ) reports that the provisions of its Shareholders’ Agreement, originally entered into on December 19, 2025 between Suzano Holding S.A. and shareholders comprising the Fanny Group, have become effective as of August 20, 2026.

The effectiveness follows completion of the first capital reduction of Suzano Holding S.A. and the consequent receipt by the Fanny Group of shares issued by Suzano, satisfying the agreement’s stated condition. The full agreement is available on Suzano’s investor relations website and on the websites of the CVM and B3, in line with applicable legislation.

Key Figures

Agreement date: December 19, 2025 Effectiveness date: August 20, 2026 First capital reduction completion: August 20, 2026

3 metrics

Agreement date December 19, 2025 Date the Company’s Shareholders’ Agreement was entered into

Effectiveness date August 20, 2026 Date on which the Company’s Shareholders’ Agreement became effective

First capital reduction completion August 20, 2026 Completion of the first capital reduction of Suzano Holding S.A. triggering effectiveness

Key Terms

Shareholders’ Agreement, capital reduction, Material Fact, Notice to the Market, +1 more

5 terms

Shareholders’ Agreement financial

"the provisions of the Company’s Shareholders’ Agreement, entered into on December 19, 2025"

A shareholders’ agreement is a private contract among a company’s owners that sets out their rights, responsibilities and how key decisions will be made—think of it as the house rules for people who own slices of the same business. It matters to investors because it controls voting rights, limits how shares can be sold or passed on, and lays out what happens in disagreements, so it affects control, liquidity and the value of an investment.

capital reduction financial

"completion of the first capital reduction of Suzano Holding S.A."

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

Material Fact regulatory

"with reference to the Material Fact and the Notice to the Market"

Information or an event that a reasonable investor would consider important when deciding to buy, sell or hold a security; it changes the expected value, risk, or outlook of an investment. Regulators treat material facts as disclosures that companies must share publicly because they can affect market prices, similar to a key ingredient in a recipe that determines the final taste. It matters to investors because material facts can change the basis for an investment decision and move trading activity and prices.

Notice to the Market regulatory

"with reference to the Material Fact and the Notice to the Market"

Comissão de Valores Mobiliários regulatory

"Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM)"

A securities commission is a government agency that oversees the buying and selling of stocks, bonds and other investment products to ensure markets are fair, transparent and lawful. Think of it as the market’s referee and rulemaker: it sets disclosure rules, investigates fraud and can sanction bad actors, which helps investors trust that companies report accurate information and that markets operate smoothly. That oversight affects investment risk and confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Suzano S.A. (SUZ) announce in the August 2026 Form 6-K?

Suzano S.A. announced that its Shareholders’ Agreement, signed on December 19, 2025 between Suzano Holding S.A. and the Fanny Group, has become effective as of August 20, 2026 after conditions in the agreement were met.

When did the Suzano S.A. Shareholders’ Agreement become effective?

The Suzano S.A. Shareholders’ Agreement became effective on August 20, 2026, following completion of the first capital reduction of Suzano Holding S.A. and the related receipt of Suzano shares by the Fanny Group.

Who are the parties to Suzano S.A.’s Shareholders’ Agreement mentioned in this 6-K?

The Shareholders’ Agreement was entered into on December 19, 2025 between Suzano Holding S.A. and the shareholders comprising the Fanny Group, involving shares issued by Suzano S.A.

What condition triggered the effectiveness of Suzano S.A.’s Shareholders’ Agreement?

The agreement became effective upon completion of the first capital reduction of Suzano Holding S.A. and the receipt by the Fanny Group of shares issued by Suzano S.A., as specified as a condition in the agreement.

Where can investors find the Suzano S.A. Shareholders’ Agreement described in the 6-K?

A copy of the Shareholders’ Agreement is available on Suzano’s investor relations website, and on the websites of the Brazilian Securities and Exchange Commission (CVM) and B3 S.A. – Brasil, Bolsa, Balcão.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 05:02 PM EDT Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 August, 2026.

Commission File Number 001-38755

Suzano S.A. (Exact name of registrant as specified in its charter)

SUZANO INC.
(Translation of Registrant’s Name into English)

Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(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 ☑    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): ☐

Enclosures:

Exhibit 99.1 – Company’s Shareholders’ Agreement

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.

Date: August 20ᵗʰ, 2026

						SUZANO S.A.
			By:			/s/ Marcos Moreno Chagas Assumpção
			Name:			Marcos Moreno Chagas Assumpção
			Title:			Vice-President of Finance and Investor Relations

SUZANO S.A.

Publicly-Held Company

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55

Company Registry (NIRE): 29.3.0001633-1

NOTICE TO THE MARKET

São Paulo, August 20, 2026 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), with reference to the Material Fact and the Notice to the Market disclosed on December 19, 2025, hereby informs its shareholders and the market in general that, as of this date, the provisions of the Company’s Shareholders’ Agreement, entered into on December 19, 2025 between Suzano Holding S.A. and the shareholders comprising the Fanny Group, have become effective.

The Company's Shareholders' Agreement became effective as a result of the completion of the first capital reduction of Suzano Holding S.A. and the consequent receipt by the Fanny Group of shares issued by the Company, in accordance with the condition set forth therein.

A copy of the aforementioned agreement is available for consultation on the Company’s investor relations website (https://ri.suzano.com.br), as well as on the websites of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (http://www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (http://www.b3.com.br), pursuant to applicable legislation.

Marcos Moreno Chagas Assumpção

Executive Vice President, Finance, Investor Relations and DigitalTech

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 6.6 KB