Suzano (NYSE: SUZ) approves R$179M debenture offering for priority project

Rhea-AI Filing Summary

Suzano S.A. reported that its Board of Directors approved the 12th issuance of 179,000 simple, unsecured debentures, not convertible into shares, each with a unit value of R$1,000.00, for a total of R$179,000,000.00, to be publicly distributed to professional investors in Brazil.

The offer will follow the automatic registration rite under CVM Resolution 160, using a bookbuilding procedure to gauge investor demand. Net proceeds will reimburse expenses already incurred on a priority infrastructure project that qualifies under Law 12,431, allowing debenture holders to benefit from the associated tax incentives, subject to market conditions and regulatory requirements.

Form 6-K: How Foreign Companies Report to the SEC →

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 March, 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 – Debentures

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: March 10th, 2026

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

NOTICE TO THE MARKET

SUZANO S.A.

Publicly Held Company with Authorized Capital

CNPJ/MF No. 16.404.287/0001-55

NIRE 29.300.016.331

São Paulo, March 10, 2026 - Suzano S.A. ("Suzano" or "Company") (B3: SUZB3 | NYSE: SUZ) hereby informs its shareholders and the market, in compliance with the provisions of article 157, paragraph 4, of Law No. 6. 404, December 15, 1976, as amended ("Brazilian Corporate Law"), that, at a meeting of the Company's Board of Directors held on March 05, 2026 ("BoD Meeting”), the 12th (twelfth) issuance of 179,000 (one hundred and seventy-nine thousand) simple debentures, not convertible into shares, of the unsecured type, in single series (“Debentures” and "Issuance of Debentures") of the Company, with a unit value of R$1,000.00 (one thousand reais) each, on the date of their respective issue, in the total amount of R$179,000,000.00 (one hundred and seventy-nine thousand reais), which shall be intended for the Professional Investors, as referred to in the Articles 11 and 13 of CVM Resolution No. 30, dated May 11, 2021, pursuant to CVM Resolution No. 160, dated July 13, 2022, as amended (“CVM Resolution 160”), as currently in force, and whose issuer qualifies as an EGEM and, consequently, an EFRF (“Debentures Offering”).

The Debentures to be issued by the Company will be subject to public distribution, with the Debentures Offering being subject to the automatic rite of registration of a public offering for the distribution of securities, without the need for prior analysis by the CVM, by means of the automatic distribution registration rite, under the terms of article 25, 26, item IV, paragraph (a) of CVM Resolution 160, noting that the Company qualifies as a Large Market Exposure Issuer, and consequently as a Frequent Issuer of Fixed Income Securities, under the terms of articles 38 and 38-A of CVM Resolution No. 80, of March 29, 2022, as amended.

The procedure for collecting investment intentions will be adopted, with receipt of reserves from investors, without minimum or maximum lots, to be conducted by the underwriter of the Debentures Offering, pursuant to articles 61 and 62 of CVM Resolution 160, as well as under the terms of the distribution agreement, subject to the provisions of article 61, paragraphs 2 and 3, of CVM Resolution 160, through which the underwriter of the Debentures Offering will verify the market demand for the Debentures ("Bookbuilding Procedure").

The net funds raised by the Company through the Issuance of Debentures will be used, pursuant to Article 2, paragraph 1, of Law 12,431, item I of Article 2 of Decree 11,964, and CMN Resolution 5,034, to reimburse expenses already incurred in connection with the priority project. Pursuant to Ordinance No. 419, dated August 29, 2024, issued by the Ministry of Ports and Airports, the priority project was

filed with such Ministry on March 03, 2026, under process SEI 50020.001158/2026-84. The Debentures will meet the requirements of Article 2 of Law 12,431, so that their holders may be entitled to the tax benefits provided for by law.

Notwithstanding the approval within the scope of the BoD Meeting, it should be noted that the completion of the Debentures Offering and, consequently, the payment of the Debentures, is subject, among other factors, to market conditions and compliance with the applicable contractual, regulatory and normative requirements.

The minute of the Meeting of the Company's Board of Directors that approved the terms and conditions of the Debentures and the Issuance of Debentures, are available for consultation on the Company's website (https://ri.suzano.com.br/Portuguese/Arquivamentos/Documentos-entregues-a-CVM/default.aspx) and on the CVM website (www.cvm.gov.br).

The Company will keep its shareholders and the market informed about the development of the Issuance of Debentures and the Debentures Offering, as well as any new relevant developments linked to the Issuance of Debentures. This notice to the market is for information purposes only, under the terms of the regulations in force, and does not constitute and should not be interpreted as any effort to sell the Debentures.

Finally, Suzano reiterates its commitment to financial discipline and transparency with its investors.

São Paulo, March 10, 2026.

Vice-President of Finance and Investor Relations

FAQ

What did Suzano (SUZ) announce in its March 2026 Form 6-K?

Suzano announced Board approval for the 12th issuance of 179,000 simple, unsecured debentures totaling R$179,000,000.00, to be publicly distributed to professional investors in Brazil, with proceeds allocated to reimburse expenses on a designated priority project.

What are the main terms of Suzano’s new debenture issuance?

The issuance comprises 179,000 simple, unsecured, non-convertible debentures in a single series, each with a unit value of R$1,000.00, totaling R$179,000,000.00. The securities will be publicly distributed to professional investors under Brazilian regulations using an automatic registration and bookbuilding process.

Who can invest in Suzano’s R$179 million debenture offering?

The debentures are intended for professional investors as defined in Articles 11 and 13 of CVM Resolution 30. Distribution will occur through a public offering in Brazil, conducted by an underwriter that will collect investment intentions via a bookbuilding procedure under CVM Resolution 160.

How will Suzano use the proceeds from the new debentures?

Net funds raised from the debenture issuance will reimburse expenses already incurred on a priority project filed with Brazil’s Ministry of Ports and Airports. The project, registered under process SEI 50020.001158/2026-84, is structured to meet Law 12,431 requirements for infrastructure-related tax incentives.

What tax benefits may Suzano’s new debentures offer investors?

The debentures are intended to meet Article 2 requirements of Law 12,431, so holders may be entitled to specific tax benefits established for qualifying infrastructure-related securities. These benefits depend on compliance with applicable legal and regulatory criteria tied to the designated priority project.

What conditions could affect the completion of Suzano’s debenture offering?

Completion of the debenture offering and payment for the debentures is subject to market conditions and compliance with contractual, regulatory, and normative requirements. Despite Board approval, these factors must be satisfied before the transaction is finalized and funds are effectively raised.

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