Suzano SA ADR 2025年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM20-F ☒ANNUAL REPORT PURSUANT TO SECTION13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDECEMBER 31, 2024 Commission file number001-38755 Securities registered or to be registered pursuant to Section12(b)of the Act. 1,264,117,615common shares, without par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growthcompany☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report. No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP☐International Financial Reporting Standardsas issued by the International AccountingStandards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. Item 18☐ Item 17☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchangeAct).Yes☐No☒ TABLE OF CONTENTS EmployeeCompensationPolicies80C.Board Practices81D.Employees82E.Share Ownership82F. Disclosure of a Registrant’s Action to RecoverErroneously Awarded Compensation82 Plant Locations and Capacity53ITEM4.A. UNRESOLVED STAFF COMMENTS53ITEM 5. OPERATING AND FINANCIAL REVIEW ANDPROSPECTS54Overview54 FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements, mainly in “Item 3. Key Information — D. Risk Factors,”“Item 4. Information on the Company — Business Overview” and “Item 5. Operating and Financial Review andProspects.” We have based these forward-looking statements largely on our current expectations about future eventsand financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties andassumptions, including among other things: •our management and future operation;•the implementation of our main operational strategies, including our potential participation in acquisitions,joint venture transactions or other investment opportunities;•general economic, political and business conditions, both in Brazil and in our principal export markets;•industry trends and the general level of demand for,