Suzano (NYSE: SUZ) okays buyback of up to 40 million shares

Rhea-AI Filing Summary

Suzano S.A. announced that its Board of Directors approved a new share buyback plan, called the February/2026 Program, allowing the company to repurchase up to 40,000,000 of its own common shares, about 6.5% of its current free float of 612,918,471 shares.

These purchases may be made on B3 at market prices over an 18‑month period from February 10, 2026 to August 10, 2027. Suzano plans to fund the buybacks using available profits and capital reserves, as well as realized profit for the year, and the Board believes the company’s financial position supports the program without affecting debt obligations or mandatory dividends.

Positive

• Meaningful buyback authorization: Suzano may repurchase up to 40,000,000 common shares, around 6.5% of its current free float, signaling management confidence and providing a potentially material capital return mechanism over the 18‑month program.

Negative

• None.

Insights

Equity Capital Markets Analyst

Suzano authorizes a sizable share buyback of up to 40 million shares.

Suzano S.A. has approved the February/2026 Program to repurchase up to 40,000,000 common shares, which represents approximately 6.5% of its current free float of 612,918,471 shares. The company already holds 28,020,765 shares in treasury, about 4.6% of the free float.

The buybacks can occur on B3 at market prices over 18 months ending on August 10, 2027, using available profit and capital reserves and realized profit for the year. The Board states that Suzano’s liquidity and cash generation are compatible with this program and that it does not expect adverse effects on creditor obligations or mandatory dividends.

Because the program size is meaningful relative to the free float, it can influence share supply in the market, depending on actual repurchase activity over the program’s life. Future disclosures on execution will clarify how much of the authorized 40,000,000 shares is ultimately repurchased.

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 February, 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 – New shares buyback program

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: February 10th, 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 with Authorized Capital

CNPJ/MF No. 16.404.287/0001-55

NIRE 29.3.0001633-1

MATERIAL FACT

São Paulo, February 10, 2026 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), under the provisions of CVM Resolution No. 44, of August 23, 2021 and CVM Resolution No. 80, of March 29, 2022 (“CVM Resolution No. 80/22”), informs its shareholders and the market in general that its Board of Directors, at a meeting held today, approved a new shares buyback program of the Company (“February/2026 Program”) with the following terms and conditions:

(a) Program Purpose: Maximize the value creation for shareholders by allowing the Company to allocate capital efficiently, considering the potential profitability of its shares, in order to provide greater future returns for its shareholders. Additionally, the buyback signals to the market the management's confidence in the Company's performance.

(b) Number of free float shares. The Company has on the present date: (a) 612,918,471 free float shares, according to the definition set forth in Article 67 of CVM Resolution No. 80/22; and (b) 28,020,765 shares of its own issuance held in treasury, representing approximately 4.6% of the total free float shares.

(c) Number of shares that may be acquired. The Company may acquire, within the scope of the February/2026 Program, up to 40,000,000 common shares of its own issue, always respecting the limit of shares held in treasury, in accordance with Article 9 of CVM Resolution No. 77 of Marh 29, 2022 (“Resolution CVM No. 77/22”). The total of shares covered in the February/2026 Program represents, approximately, 6.5% of the current total free float shares on the present date.

(d) Final Term. The final term to carry out the acquisition of shares under the February/2026 Program is eighteen (18) months from its date of approval by the Board of Directors (i.e., February 10, 2026), and therefore, such term will expire on August 10, 2027 (inclusive).

(e) Price and form of acquisition. The shares acquisition will be carried out at the stock exchange market of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), at market prices, at the Company’s convenience, in view of its shares’ quotation value, respecting the limits provided in the February/2026 Program and applicable regulation.

(f) Resources. The shares acquisition will be carried out using: (a) the balances of the available profit and capital reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Article 8 CVM Resolution No. 77/22; and (b) the realized profit for the current year, excluding the allocations to the formation of the reserves specified in

item I of paragraph 1 of Section 8 of said Resolution, as determined in the Financial Statements for the period ended on December 31, 2025.

(g) Intermediary Financial Institutions. The acquisition of the shares encompassed in the February/2026 Program will be intermediated by the following brokerage firms: (a) XP Investimentos CCTVM S.A.; (b) Morgan Stanley CTVM S.A.; (c) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A.; (d) J. P. Morgan CCVM S.A.; (e) Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A.; and (f) Bradesco S.A. CTVM.

(h) Additional information. In the opinion of the Company’s Board of Directors, Suzano’s financial situation is compatible with the acquisition of shares within the scope of the February/2026 Program, and no impact is expected on: (a) the fulfillment of obligations assumed by the Company with creditors; and (b) the payment of mandatory dividends, fixed or minimum, in view of the Company’s liquidity situation and cash generation.

The minutes of the Board of Directors Meeting that approved the February/2026 Program containing all the information required by Annex G of CVM Resolution No. 80/22, are available on the websites of the Brazilian Securities and Exchange Commission (cvm.gov.br), of B3 (b3.com.br) and of the Company’s investor relations.

São Paulo, February 10, 2026.

Marcos Moreno Chagas Assumpção

Executive Vice-President of Finance and Investor Relations

FAQ

What share buyback program did Suzano (SUZ) approve in February 2026?

Suzano approved the February/2026 Program, authorizing repurchases of up to 40,000,000 of its own common shares. The program aims to maximize shareholder value by efficiently allocating capital and signaling management’s confidence in the company’s future performance.

How large is Suzano’s new buyback versus its free float shares?

The new program covers up to 40,000,000 common shares, about 6.5% of Suzano’s current free float of 612,918,471 shares. Suzano already holds 28,020,765 treasury shares, representing roughly 4.6% of the free float before any new repurchases.

Over what period will Suzano’s February/2026 buyback program run?

The buyback program runs for 18 months from its approval on February 10, 2026, expiring on August 10, 2027. During this period, Suzano may repurchase shares on B3 at market prices, subject to regulatory and internal program limits.

How will Suzano finance its February/2026 share repurchases?

Suzano plans to finance the repurchases using available profit and capital reserves, excluding certain restricted reserves, and realized profit for the current year. These resources are based on its financial statements, ensuring the program is supported by existing profitability and reserves.

Does Suzano expect its buyback program to affect debt payments or dividends?

The Board believes Suzano’s financial situation is compatible with the buyback and does not expect negative impacts on creditor obligations or mandatory dividends. This view reflects the company’s liquidity position and cash generation at the time of approving the program.

On which market will Suzano execute its share buybacks and through whom?

Suzano will repurchase shares on B3 S.A. – Brasil, Bolsa, Balcão at market prices. The program will be intermediated by several brokerage firms, including XP Investimentos, Morgan Stanley, BTG Pactual, J.P. Morgan, Goldman Sachs do Brasil, and Bradesco.

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