STOCK TITAN

Suzano (SUZ) lifts share capital by R$14.6M without issuing new shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Suzano S.A. approved a small internal increase in its share capital by capitalizing part of its tax incentive reserve, without issuing new shares or bringing in new cash. The Board raised share capital by R$14,573,653.80, from R$24,269,281,424.63 to R$24,283,855,078.43.

The number of common shares remains 1,264,117,615, all registered, book-entry and without par value. The Board will propose an amendment to the head paragraph of Article 5 of the bylaws at the next general shareholders’ meeting so the bylaws reflect the new share capital amount.

Positive

  • None.

Negative

  • None.
Capital increase amount R$14,573,653.80 Capitalized from tax incentive reserve
Share capital before increase R$24,269,281,424.63 Share capital before June 2, 2026 Board decision
Share capital after increase R$24,283,855,078.43 New share capital approved by Board
Common shares outstanding 1,264,117,615 shares Registered, book-entry, no par value
Board meeting date June 2, 2026 Board of Directors’ meeting approving capital increase
authorized capital financial
"Publicly Held Company with Authorized Capital"
Authorized capital is the maximum value or number of shares a company is legally allowed to issue as set in its founding documents. For investors, it signals how much the company can expand ownership or raise money without changing those documents, which affects the risk of ownership being diluted and the company’s flexibility to fund growth—think of it like the number of seats allowed on a bus before you must buy a new one.
tax incentive reserve financial
"through the capitalization of part of the amounts recorded in the tax incentive reserve account"
Brazilian Corporation Law regulatory
"in accordance with Article 169, caput and paragraph 1, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporation Law”)"
Superintendência do Desenvolvimento do Nordeste – SUDENE regulatory
"arising from the release of funds related to the reinvestment tax incentive granted by Superintendência do Desenvolvimento do Nordeste – SUDENE"
share capital financial
"The Company’s share capital, fully subscribed and paid-in, is R$24,283,855,078.43"
Share capital is the total amount of money a company raises by selling pieces of itself, called shares, to investors. It’s like a company’s savings from many owners, which helps fund its growth and operations. This money matters because it shows how much the company has raised from shareholders and how it’s financed its business.
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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 June, 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: June 10th, 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 with Authorized Capital
CNPJ/MF nº 16.404.287/0001-55
NIRE nº 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JUNE 2, 2026
1.Date, Time, and Place: On June 2, 2026, at 11:30 a.m., through Suzano S.A.’s (“Company”) videoconference system, its Board of Directors (“Board”) met.
2.Attendance: The following members of the Company’s Board attended the meeting, representing its entirety: David Feffer (Chairman of the Board of 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, Paulo Sergio Kakinoff, Rodrigo Calvo Galindo and Walter Schalka.

3.Call Notice: The meeting was duly convened in accordance with Article 13 of the Company’s Bylaws and Clause 6.1 of the Board’s Internal Rules.

4.Board: Mr. David Feffer chaired the meeting and Mr. Marcos Moreno Chagas Assumpção acted as secretary.

5.Agenda: To resolve on: (1) the increase of the Company’s share capital, within the limit of authorized capital and without amendment to the bylaws, without the issuance of new shares, through the capitalization of part of the amounts recorded in the tax incentive reserve account, in accordance with Article 169, caput and paragraph 1, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporation Law”), arising from the release of funds related to the reinvestment tax incentive granted by Superintendência do Desenvolvimento do Nordeste – SUDENE, in the amount of R$14,573,653.80 (fourteen million, five hundred and seventy-three thousand, six hundred and fifty-three reais and eighty cents) (“Capital Increase”); (2) the proposal to amend the head paragraph of Article 5 of the Company’s bylaws, to be resolved at the next general shareholders’ meeting, to reflect the new share capital amount; and (3) the authorization for the Company’s Executive Vice Presidency to carry out all acts necessary to implement the above resolutions.

6.Resolutions: After discussion of the matters on the agenda, the directors, unanimously and without reservations, approved:

(1)The Capital Increase, increasing the Company’s share capital from R$24,269,281,424.63 (twenty-four billion, two hundred and sixty-nine million, two hundred and eighty-one thousand, four hundred and twenty-four reais and sixty-three cents), divided into 1,264,117,615 (one billion, two hundred and sixty-four million, one hundred and seventeen thousand, six hundred and fifteen) common shares, all registered, book-entry shares with no par value, to R$24,283,855,078.43 (twenty-four billion, two hundred and eighty-three million, eight hundred and fifty-five thousand, seventy-eight reais and forty-three cents), divided into 1,264,117,615 (one billion, two hundred and sixty-four million, one hundred and seventeen
1



thousand, six hundred and fifteen) common shares, all registered, book-entry shares with no par value.

(2)The proposal to amend the head paragraph of Article 5 of the Company’s bylaws, to be submitted to the next general shareholders’ meeting, which, if approved, shall read as follows:

Article 5 – The Company’s share capital, fully subscribed and paid-in, is R$24,283,855,078.43 (twenty-four billion, two hundred and eighty-three million, eight hundred and fifty-five thousand, seventy-eight reais and forty-three cents), divided into 1,264,117,615 (one billion, two hundred and sixty-four million, one hundred and seventeen thousand, six hundred and fifteen) common shares, all registered, book-entry shares with no par value.

(3)The authorization for the Company’s Executive Vice Presidency to carry out all acts necessary to implement the above resolutions.

7.Closing: There being no further matters to be discussed, the meeting was closed. The minutes were drawn up, read, and will be electronically signed by all attending Board members.

I hereby certify that these minutes are an extract from the minutes of the Meeting of the Board of Directors of Suzano S.A. held on this date, and that the resolutions above reflect the decisions taken by the Board of Directors.


São Paulo, June 2, 2026.


Marcos Moreno Chagas Assumpção
Secretary
2

FAQ

What corporate action did Suzano (SUZ) approve in this Form 6-K?

Suzano approved an increase in its share capital by capitalizing part of its tax incentive reserve. This is an internal equity reclassification and does not involve issuing new shares or raising new cash from investors.

How much did Suzano (SUZ) increase its share capital by in June 2026?

Suzano increased its share capital by R$14,573,653.80. This amount was transferred from the tax incentive reserve, reflecting released funds related to a reinvestment tax incentive granted by SUDENE under Brazilian corporate law provisions.

What is Suzano’s (SUZ) new total share capital after the Board decision?

After the Board’s approval, Suzano’s total share capital became R$24,283,855,078.43. This capital is divided into 1,264,117,615 common shares, all registered, book-entry and with no par value, maintaining the existing share count structure.

Did Suzano (SUZ) issue any new shares as part of this capital increase?

No, Suzano did not issue new shares for this capital increase. The Board explicitly approved an increase within the authorized capital limit, without issuing new shares, by capitalizing part of the tax incentive reserve account balance.

Will Suzano’s (SUZ) bylaws change following this capital increase?

The Board approved a proposal to amend the head paragraph of Article 5 of Suzano’s bylaws. This amendment, subject to approval at the next general shareholders’ meeting, will update the bylaws to state the new share capital amount.

What is the current number of Suzano (SUZ) shares after the Board meeting?

Suzano continues to have 1,264,117,615 common shares outstanding. These are all registered, book-entry shares with no par value, and the capital increase did not alter the share count, only the total recorded share capital value in reais.

Filing Exhibits & Attachments

1 document