6-K

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 December, 2023

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 x 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 – Material Fact | Update capex guidance.

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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: December 23, 2023

	SUZANO S.A.
By:	/s/ Marcelo Feriozzi Bacci
Name:	Marcelo Feriozzi Bacci
Title:	Chief Financial Officer and Investor Relations Director

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EX-99.1

Exhibit 99.1

 

SUZANO S.A. 

Publicly-Held Company 

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55 

Company Registry (NIRE): 29.3.0001633-1

MATERIAL FACT

São Paulo, December 23, 2023 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), in compliance with Federal Law 6,404, of December 15, 1976, as amended (“Brazilian Corporations Law”), Resolution 44 of August 23, 2021, and CVM Resolution 80 of March 29, 2022, as amended, in continuation of the Material Fact notice disclosed on December 1, 2023, hereby informs its shareholders, investors and the market that:

Capex for fiscal year 2024 has been revised from fourteen billion, six hundred million reais (R$ 14.6 billion) to sixteen billion, five hundred million reais (R$ 16.5 billion) in order to reflect the investments mentioned in the Material Fact notice disclosed on this date regarding the acquisition of real estate and forestry assets in the state of Mato Grosso do Sul for a total sum of R$ 1,826 million.

Below is the new Capex breakdown for fiscal year 2024:

Capex (R$ billion)	Previous		New
Maintenance		7.7		7.7
Expansion, Modernization and Other		0.9		0.9
Land and Forests		1.4		3.3
Subtotal		10.0		11.9
Cerrado Project		4.6		4.6
Total		14.6		16.5

These estimates will be included in item 3 of the Company’s Reference Form and published on the CVM website (http://www.cvm.gov.br/) and the Company’s Investor Relations website (http://ri.suzano.com.br,) within the legal timeframe.

By disclosing the information contained in this Material Fact notice, the Company reaffirms its commitment to transparency in its relations with shareholders, investors and the market, and will keep them adequately informed of any later decision that significantly changes the abovementioned Capex estimated for the year.

 

The Capex estimates shown here merely reflect the current estimates or expectations of the Company's management, are subject to risks and uncertainties, and in no way constitute a promise of performance. These Capex estimates represent forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. The terms "anticipates," "believes," "expects," "foresees," "intends," "plans," "projects," "aims," "shall" and other similar terms aim to identify such forecasts, which evidently involve risks or uncertainties that may or not be foreseen by the Company. Information on business prospects, projections and financial targets constitutes mere forecasts based on management's current expectations regarding the future of the Company and its subsidiaries. These expectations depend on market conditions and on the economic scenario in Brazil and the countries where the Company operates and the sectors in which it operates. Any change in the perception or the factors described above could cause actual results to differ from the estimates presented here.

São Paulo, December 23, 2023.

Marcelo Feriozzi Bacci

Chief Financial and Investor Relations Officer