SUZ Suzano SA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023.

Commission File Number 001-38755

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Suzano S.A.

(Exact name of registrant as specified in its charter)

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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)

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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): ☐

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Enclosures:

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Exhibit 99.1 – Notice to Bondholders

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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: August 22, 2023

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Exhibit 99.1

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SUZANO S.A.

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NOTICE TO FIBRIA OVERSEAS FINANCE LTD.’S BONDHOLDERS

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August 22, 2023 - Suzano S.A. hereby announces that today its wholly owned subsidiary Fibria Overseas Finance Ltd. proposes to transfer all or substantially all of its assets and liabilities to Suzano International Finance B.V., a limited liability company incorporated under the laws of the Netherlands, having its corporate seat at Amsterdam, also wholly owned by Suzano S.A. As a result, Suzano International Finance B.V. will assume all the obligations of Fibria Overseas Finance Ltd. under the 4.000% notes due 2025 (the “2025 Notes”) and the 5.500% notes due 2027 (the “2027 Notes”), each guaranteed by Suzano S.A., pursuant to supplemental indentures to be entered into among the Fibria Overseas Finance Ltd., as retiring issuer, Suzano International Finance B.V., as successor issuer, Suzano S.A., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in compliance with Sections 8.01 and 10.10(iii) of the applicable indentures. Suzano S.A. will continue to unconditionally and irrevocably guarantee the 2025 Notes and the 2027 Notes.

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The proposed effective date for the transfer is September 1, 2023. Upon conclusion of the transaction, the 2025 Notes will have a new CUSIP N8438J AA6 and will trade under the new symbol SUZ /25 and the 2027 Notes will have new CUSIP N8438J AB4 and will trade under the new symbol SUZ /27.

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With the conclusion of the transferring mentioned in this document, the Suzano further improves its financial, operational and corporate structure efficiency.

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São Paulo, August 22, 2023.

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Marcelo Feriozzi Bacci

Chief Financial and Investor Relations Officer

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