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Suzano (NYSE: SUZ) JV with Kimberly-Clark clears antitrust hurdle

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6-K

Rhea-AI Filing Summary

Suzano S.A. reports that all required approvals from relevant competition authorities have been obtained for its joint venture transaction with Kimberly-Clark. Under the deal, Suzano will acquire a 51% equity interest in a new Netherlands-based company that will hold Kimberly-Clark’s tissue and related paper product operations across specified regions in South America, Central America, Europe, Africa, the Middle East, Asia (including Southeast Asia) and Oceania, with certain countries excluded.

Kimberly-Clark will retain a 49% stake in the new company and keep its family care and professional business assets in North America and certain joint ventures elsewhere. Closing still depends on completion of Kimberly-Clark’s corporate reorganization in the included regions, and Suzano continues to expect the transaction to close in the third quarter of 2026.

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Insights

Key antitrust approvals secured for Suzano–Kimberly-Clark JV; closing still contingent on reorganization.

The update shows Suzano has cleared a major regulatory hurdle: all required approvals from competition authorities for its 51% acquisition of the Netherlands-based joint venture with Kimberly-Clark. This reduces regulatory uncertainty around the structure and geographic scope of the planned tissue and paper products platform.

However, closing remains conditional on Kimberly-Clark completing a sizable corporate reorganization across the defined regions, which covers multiple continents and business lines. Execution of that internal restructuring is now the primary gating factor. Timing is framed explicitly, with Suzano stating it continues to expect closing in the third quarter of 2026, consistent with prior disclosures.

Equity stake Suzano will acquire 51% equity interest Stake in new Netherlands-incorporated target company
Kimberly-Clark retained stake 49% equity interest Remaining ownership in the target company
Expected closing period Third quarter of 2026 Company expectation for transaction closing
Key regulatory step All competition approvals obtained Conditions precedent under Equity and Asset Purchase Agreement
Material Fact regulatory
"MATERIAL FACT SUZANO S.A. Publicly-Held Company with Authorized Capital"
competition authorities regulatory
"the approvals by the relevant competition authorities contemplated as conditions precedent"
conditions precedent regulatory
"contemplated as conditions precedent under the Equity and Asset Purchase Agreement"
Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.
Equity and Asset Purchase Agreement financial
"under the Equity and Asset Purchase Agreement executed between, on the one hand, Suzano International Holding B.V."
corporate reorganization financial
"closing of the Transaction remains subject to the completion of K-C’s corporate reorganization"
Included Regions financial
"Asia (including Southeast Asia) and Oceania (the “Included Regions”)."

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

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FAQ

What JV transaction did Suzano (SUZ) update in this Form 6-K?
Suzano updated its planned joint venture with Kimberly-Clark. Suzano will acquire a 51% equity interest in a new Netherlands-based company holding tissue and related paper product assets across specified international regions, with Kimberly-Clark retaining the remaining 49% stake and certain other assets.

Have antitrust approvals been obtained for Suzano’s JV with Kimberly-Clark?
Yes. Suzano states that all approvals by the relevant competition authorities required as conditions precedent under the Equity and Asset Purchase Agreement have been obtained. This addresses a key regulatory condition for the 51% acquisition in the new Netherlands-incorporated company.

When does Suzano (SUZ) expect the Kimberly-Clark JV to close?
Suzano continues to expect the transaction to close in the third quarter of 2026. That timing depends on Kimberly-Clark completing a broad corporate reorganization across South America, Central America, Europe, Africa, the Middle East, Asia and Oceania.

What businesses will be included in the Suzano–Kimberly-Clark joint venture?
The joint venture’s target company will hold assets related to manufacturing, marketing, distribution and sale of tissue products, including toilet paper, paper towels, napkins, facial tissues and other paper products in specified regions, covering both “family care” and “professional business” lines, with certain countries excluded.

What will Kimberly-Clark retain outside the Suzano JV structure?
Kimberly-Clark will hold 49% of the new company and retain its family care and professional business assets in North America. It will also keep certain joint ventures with third parties in other locations that are explicitly outside the scope of the Suzano transaction.

Which regions are covered by the Suzano–Kimberly-Clark JV transaction?
The transaction covers specified operations in South America, Central America, Ireland, the United Kingdom, Europe, Africa, the Middle East, Asia (including Southeast Asia) and Oceania. Certain countries within these regions are excluded from the transaction’s scope, as previously disclosed.
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 May, 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 – JV with Kimberly-Clark – Antitrust Regulatory Approvals



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: May 28th, 2026
SUZANO S.A.
By:/s/ Marcos Moreno Chagas Assumpção
Name:Marcos Moreno Chagas Assumpção
Title:Vice-President of Finance and Investor Relations

exhibit9911.jpg






MATERIAL FACT

SUZANO S.A.
Publicly-Held Company with Authorized Capital
Corporate Taxpayer ID (CNPJ/ME): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1


São Paulo, May 28, 2026 – Suzano S.A. ("Suzano" or "Company") (B3: SUZB3 | NYSE: SUZ), in compliance with the provisions of CVM Resolution No. 44, of August 23, 2021, and CVM Resolution No. 80, of March 29, 2022, as amended, in line with best corporate governance practices and further to the Material Fact disclosed on June 5, 2025, hereby informs its shareholders and the market that the approvals by the relevant competition authorities contemplated as conditions precedent under the Equity and Asset Purchase Agreement executed between, on the one hand, Suzano International Holding B.V., as purchaser, and, on the other hand, Kimberly-Clark Corporation (“K-C”), as seller, for the acquisition (the “Transaction”) of a 51% equity interest in a new company incorporated in the Netherlands (the “Target Company”), have all been obtained.

The Company clarifies that the closing of the Transaction remains subject to the completion of K-C’s corporate reorganization in South America, Central America, Ireland, the United Kingdom, Europe, Africa, the Middle East, Asia (including Southeast Asia) and Oceania (the “Included Regions”). Accordingly, the Company continues to expect that the closing of the Transaction will occur in the third quarter of 2026, as previously disclosed.

As previously disclosed, the Target Company shall hold the assets related to the manufacturing, marketing, distribution and/or sale of tissue products, such as toilet paper, paper towels, napkins, facial tissues, as well as other paper products (including the “family care” and “professional business” lines) in the Included Regions, except for certain countries within these Included Regions that are excluded from the scope of the Transaction. K-C shall hold the remaining 49% of the Target Company and shall retain its “family care” and “professional business” assets in North America, as well as certain joint ventures held by K-C with third parties in other locations that are outside the scope of the Transaction.

Additional information on the Transaction can be found in the Material Fact disclosed by the Company on June 5, 2025, available at Suzano’s Investor Relations website.

Suzano reaffirms its commitment to keeping its shareholders and the market duly informed about the progress of the Transaction, in accordance with the applicable laws and regulations.


São Paulo, May 28, 2026.

Marcos Moreno Chagas Assumpção
Vice-President of Finance and Investor Relations

Source: View Original Filing on SEC EDGAR

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