Suzano (NYSE: SUZ) board approves 2025 financial statements for AGM

Rhea-AI Filing Summary

Suzano S.A. reported that its Board of Directors met on February 10, 2026 and reviewed the company’s performance for the year ended December 31, 2025. With participation from its independent auditor PwC, the Statutory Audit Committee and the Fiscal Council gave favorable views on the Management Report and the individual and consolidated financial statements.

The Board unanimously issued a favourable opinion on these 2025 financial statements and explanatory notes, authorized their disclosure under applicable rules, and approved submitting them for a decision at the company’s next Annual General Meeting.

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 – Minutes of the Board of Directors' Meeting

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 10, 2026

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

Exhibit 99.1

SUZANO S.A.

Publicly Held Company

CNPJ/MF No. 16.404.287/0001-55

NIRE No. 29.300.016.331

EXTRACT OF MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 10, 2026

1.Date, Time and Venue: On February 10, 2026, at 14:00 p.m. at Suzano S.A. branch (“Company”) located at Av. Brigadeiro Faria Lima, 1355, 8th floor, in the City of São Paulo, State of São Paulo, through the Company’s videoconference system, a meeting of its Board of Directors (“Board”) was held.

2.Attendance: The following Directors of the Company attended the Meeting, representing their majority: David Feffer (Chairman of the Board of the Directors), Daniel Feffer (Vice-Chairman of the Board of Directors), Nildemar Secches (Vice-Chairman of the Board of Directors), Gabriela Feffer Moll, Maria Priscila Rodini Vansetti Machado, Paulo Rogerio Caffarelli, Rodrigo Calvo Galindo and Walter Schalka, with the absence of Mr. Paulo Sergio Kakinoff being justified. Additionally, the following members of the Company's Fiscal Council attended the meeting as guests: Mr. Eraldo Soares Peçanha, Mr. Luiz Augusto Marques Paes, and Mr. Rubens Barletta, as well as representatives of PricewaterhouseCoopers Auditores Independentes (“PwC”), the Company's independent auditor, Mr. Daniel Fumo, and also Mr. João Alberto de Abreu, President, Mr. Marcos Moreno Chagas Assumpção, Executive Vice-President of Finance and Investor Relations, and Mr. João Vitor Zocca Moreira, as Secretary of the meeting.

3.Call: The meeting has been timely convened under article 13 of the Company’s Bylaws and clause 6.1 of the Board’s Internal Regulations.

4.Board Composition: The meeting was chaired by Mr. David Feffer and Mr. João Vitor Zocca Moreira acted as secretary.

5.Agenda: (...) (2) To issue an opinion on the Management Report and on the Company's individual and consolidated Financial Statements and their respective Explanatory Notes, all referring to the fiscal year ended December 31, 2025, together with the independent auditor’s report.

6.Minutes in Summary Form: The Directors approved unanimously and without reservations the drawing up of these minutes in summary form.

7.Presentation, discussions on the agenda and resolutions:

“7.2. Mr. Beto Abreu and Mr. Marcos Assumpção presented the Company's results and, with the favorable opinion from the Statutory Audit Committee and without reservations from the Fiscal Council, and with the participation of PwC representatives, the Directors, unanimously and without reservations, (i) issued a favourable opinion on the Management Report and on the Company’s individual and consolidated Financial Statements and their respective Explanatory Notes, all related to the fiscal year ended December 31, 2025, considering the independent auditor's report; (ii) authorized the corresponding disclosure of these documents in accordance with applicable regulations and legislation; and (iii) approved the submission of those documents for resolution by the Company's Annual General Meeting, which convening shall be timely performed.”

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Exhibit 99.1

8.CLOSING: There being no further matters to be discussed, the meeting was closed. The minutes of the meeting were drawn up, read and approved by all the attending members of the Board of Directors and will be signed electronically, with the signatures having retroactive effect to the date of the meeting. It is recorded that the documents and submissions that supported the matters discussed in this meeting have been filed with the Governance Platform. I certify that this is an extract of the minutes of the Board of Directors Meeting of Suzano S.A. held on the date hereof, and the foregoing resolutions reflect the decisions passed by the Board of Directors.

São Paulo, SP, February 10, 2026.

João Vitor Zocca Moreira

Secretary

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FAQ

What did Suzano (SUZ) disclose in its February 2026 Form 6-K?

Suzano disclosed that its Board of Directors met on February 10, 2026 and unanimously issued a favourable opinion on the Management Report and 2025 financial statements, authorized their disclosure, and approved submitting them to the next Annual General Meeting for shareholder resolution.

Which Suzano (SUZ) financial period was reviewed by the Board?

The Board reviewed Suzano’s Management Report and individual and consolidated financial statements for the fiscal year ended December 31, 2025. These documents, together with explanatory notes and the independent auditor’s report, were considered and received a favourable opinion from the Board.

Which oversight bodies participated in Suzano’s 2025 financial statement review?

The review involved the Statutory Audit Committee, the Fiscal Council and representatives of PricewaterhouseCoopers, Suzano’s independent auditor. With their favorable input and participation, the Board of Directors unanimously supported the 2025 Management Report and financial statements and moved them forward for shareholder consideration.

What actions did Suzano’s Board take regarding the 2025 financial statements?

Suzano’s Board unanimously issued a favourable opinion on the 2025 Management Report and financial statements, authorized the disclosure of these documents under applicable regulations, and approved submitting them to the company’s Annual General Meeting for a formal shareholder resolution on the year’s accounts.

Will Suzano shareholders vote on the 2025 financial statements?

Yes. The Board approved the submission of the 2025 Management Report and financial statements to the company’s Annual General Meeting. Shareholders at this meeting will be asked to resolve on these documents after their disclosure under the relevant regulations and legislation.

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